Brigid Rentoul, Esq.
Linklaters
One Silk Street London EC2Y 8HQ
United Kingdom

Dear Ms. Rentoul:

This is in response to your letter dated July 29, 2005. A copy of that letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning as in your letter, unless otherwise noted.

On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the United States Securities and Exchange Commission (the "Commission") hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (the "Exchange Act"), particularly in light of the following facts:

• The Offer is required to be conducted in accordance with the U.K. City Code on Takeovers and Mergers (the "City Code");
   
• BPB plc, a public limited company incorporated under the laws of England and Wales, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act;
   
• Any purchases outside the Offer by any party to the transaction, including (i) Compagnie de Saint-Gobain, a corporation organized under the laws of the Republic of France, (ii) the Offeror, or (iii) any adviser, broker or other financial institution acting as the Offeror's agent (collectively, the "Prospective Purchasers"), will be subject to the City Code; and
   
• The existence of the Memorandum of Understanding on Exchange of Information between the Commission and the United Kingdom Department of Trade and Industry in Matters Relating to Securities and the United States Commodity Futures Trading Commission and the United Kingdom Department of Trade and Industry in Matters Relating to Futures, dated September 25, 1991.
   

1. no purchases or arrangements to purchase BPB Shares, otherwise than pursuant to the Offer, will be made in the United States;
    
2. disclosure of the possibility of purchases of BPB Shares by the Prospective Purchasers, otherwise than pursuant to the Offer, will be included prominently in the Offer Document;
    
3. the Prospective Purchasers shall disclose in the United States information regarding purchases of BPB Shares otherwise than pursuant to the Offer, to the extent such information is made public in the United Kingdom pursuant to the City Code;
    
4. the Prospective Purchasers shall comply with any applicable rules in the United Kingdom, including the City Code and the rules and regulations of the UKLA and the LSE;
    
5. upon request of the Division of Market Regulation (the "Division"), the Prospective Purchasers shall disclose to it a daily time-sequenced schedule of all purchases of BPB Shares made by any of them during the Offer, on a transaction-by-transaction basis, including: (i) a description of the size, broker (if any), time of execution and purchase price; and (ii) if not executed on the LSE, the exchange, quotation system or other facility through which the purchase occurred;
    
6. upon the request of the Division, the Prospective Purchasers shall transmit the information specified in paragraphs (e)(i) and (e)(ii) above to the Division at its offices in Washington, D.C. within 30 days of its request;
    
7. the Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
    
8. representatives of the Prospective Purchasers shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
    
9. except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.
    

The foregoing exemption from Rule 14e-5 under the Exchange Act expressed above does not apply to purchases or arrangements to purchase BPB Shares prior to this exemption being granted, is based solely on your representations and the facts presented, and is strictly limited to the application of this rule to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, we direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

Attachment

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/marketreg/mr-noaction/saint-gobain072905.htm