UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Vernalis PLC

(Name of Issuer)

Common Shares par value 5p per share

(Title of Class of Securities)

(CUSIP Number)

January 26, 2007

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)
	x	Rule 13d-1(c)
	o	Rule 13d-1(d)

__________________________

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

Schedule 13G

CUSIP No.

Page 2

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jupiter Asset Management Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

Not Applicable

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

15,674,384

SHARED VOTING POWER

407

SOLE DISPOSITIVE POWER

15,674,384

SHARED DISPOSITIVE POWER

407

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,674,791

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

Not Applicable

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12.

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No.

Page 3

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Jupiter Income Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

Not Applicable

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

England and Wales

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,674,384

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

Not Applicable

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12.

TYPE OF REPORTING PERSON*

Item 1(a). Name of Issuer:

Vernalis PLC

Item 1(b). Address of Issuer’s Principal Executive Offices:

Oakdene Court, 613 Reading Road

Winnersh

Wokingham

Berkshire RG41 5UA

England

Item 2(a). Name of Person Filing:

Jupiter Asset Management Limited and Jupiter Income Trust

Item 2(b). Address of Principal Business Office or, if None, Residence:

1 Grosvenor Place

London SW1X 7JJ

England

Item 2(c). Citizenship:

England and Wales

Item 2(d). Title of Class of Securities:

Common shares at par value 5p per share

Item 2(e). CUSIP Number:

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1 (b), or 13d-2 (b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	o	Bank as defined in Section 3 (a) (6) of the Exchange Act.
(c)	o	Insurance company as defined in Section 3 (a) (19) of the Exchange Act.
(d)	o	Investment company registered under Section 8 of the Investment Company Act.
(e)	o	An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E);
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b) (1) (ii) (F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1 (b) (1) (ii) (G)
(h)	o	A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act;
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3 (c) (14) of the Investment Company Act;
(j)	o	Group, in accordance with Rule 13d-1 (b) (1) (ii) (J).

If this statement is filed pursuant to Rule 13d-1 (c), check this box.

Item 4. Ownership.

	Jupiter Asset Management Limited	Jupiter Income Trust

(a) Amount beneficially held	15,674,791	15,674,384
(b) Percent of class	5.0%	5.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote	15,674,384	0
(ii) Shared power to vote or direct the vote	407	0
(iii) Sole power to dispose or direct the disposition of	15,674,384	0
(iv) Shared power to dispose or to direct the disposition of	407	0

Jupiter Income Trust is a UK Unit Trust, units of which are held by a number of investors. Jupiter Income Trust has no independent management. Jupiter Asset Management manages all of the investments of Jupiter Income Trust.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the common shares of Vernalis PLC. The interest of one person, Jupiter Income Trust, a UK Unit Trust and one of the reporting persons, amounted to 15,674,384, or 5.0% of the total common shares of Vernalis PLC, as at December 31, 2005.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JUPITER ASSET MANAGEMENT LIMITED

Date:

February 14, 2007

By:

/s/ Reef Hogg

Reef Hogg / Director

JUPITER INCOME TRUST

Date:

February 14, 2007

By:

/s/ Reef Hogg

Reef Hogg / Director