As filed with the Securities and Exchange Commission on January 15, 2014

Registration No. 333-

_____________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

of

CHR. HANSEN HOLDING A/S

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)

DENMARK

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

The Bank of New York Mellon

ADR Division

One Wall Street, 11th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian D. Obergfell, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3032 Patrick Daugherty, Esq. Foley & Lardner LLP 321 N. Clark Street, Suite 2800 Chicago, Illinois 60654-5313 (312) 832-5178

It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
American Depositary Shares, each American Depositary Share representing Ordinary Shares of Chr. Hansen Holding A/S.	50,000,000 American Depositary Shares	$5.00	$2,500,000	$322.00

¹ For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item -1. Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption			Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary			Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities			Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts			Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities			Articles number 15, 16 and 18
(iii)   The collection and distribution of dividends			Articles number 4, 12, 13, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material			Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights			Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization			Articles number 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement			Article number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts			Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities			Articles number 2, 3, 4, 5, 6, 8 and 22
(x)   Limitation upon the liability of the depositary			Articles number 14, 18, 19 and 21
3. Fees and Charges			Articles 7 and 8
	Item - 2.	Available Information
		Public reports furnished by issuer	Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3. Exhibits

a.	Form of Deposit Agreement dated as of ____________, 2014, among Chr. Hansen Holding A/S, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.	Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
c.	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.
e.	Certification under Rule 466. – Not Applicable.

Item - 4.

Undertakings

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 15, 2014.

Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares of Chr. Hansen Holding A/S

By: The Bank of New York Mellon,

As Depositary

By: /s/ Joanne Di Giovanni Hawke

Name: Joanne Di Giovanni Hawke

Title:   Managing Director

Pursuant to the requirements of the Securities Act of 1933, CHR. HANSEN HOLDING A/S has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Hoersholm, Country of Denmark, on January 15, 2014.

CHR. HANSEN HOLDING A/S
By:	/s/ Cornelis de Jong	By:	/s/ Klaus Pedersen
Cornelis de Jong		Klaus Pedersen
President and Chief Executive Officer		Chief Financial Officer

Each person whose signature appears below hereby constitutes and appoints Winnie Hoejvang Bügel and Anders Mohr Christensen, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 15, 2014.

/s/ Ole Andersen	/s/ Svend Laulund
Ole Andersen	Svend Laulund
Chairman of the Board of Directors	Director
	/s/ Jannik Vindeløv
Frédéric Stévenin	Jannik Vindeløv
Vice Chairman of the Board of Directors	Director
/s/ Henrik Poulsen	/s/ David Carpenter
Henrik Poulsen	David Carpenter
Director	Group Vice President
	(Authorized U.S. Representative)
	/s/ Klaus Pedersen
Mark A. Wilson	Klaus Pedersen
Director	EVP & Chief Financial Officer
	(Principal Financial and Accounting Officer)
	/s/ Cornelis de Jong
Didier Debrosse	Cornelis de Jong
Director	President and Chief Executive Officer
	(Principal Executive Officer)
/s/ Søren Carlsen
Søren Carlsen
Director

INDEX TO EXHIBITS

Exhibit

Number Exhibit

1	Form of Deposit Agreement dated as of __________, 2014, among Chr. Hansen Holding A/S, The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.