FORMTable 6-K of Contents

~~UNITED~~FORM ~~STATES~~6-K ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~UNITED DCSTATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~REPORT~~Washington, ~~OF FOREIGN PRIVATE ISSUER~~DC 20549

~~PURSUANT~~REPORT ~~TO RULE 13(a)-16 OR 15(d)-16~~ OF ~~THE~~FOREIGN PRIVATE ~~SECURITIES EXCHANGE ACT OF 1934~~ISSUER

~~April 26,~~PURSUANT ~~2005~~TO RULE 13(a)-16 OR 15(d)-16 OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission File No.~~June ~~333-87974~~21, 2005

INEOS GROUP HOLDINGS Plc ~~(Exact name of registrant as specified in its charter)~~

~~England and Wales~~ (~~Jurisdiction~~Exact name of ~~incorporation~~registrant orissuer ~~organisation~~as specified in its charter)

~~Hawkslease,~~England ~~Chapel~~and ~~Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom~~Wales (~~Address~~Jurisdiction of ~~principal~~incorporation ~~executive~~or ~~offices~~organisation)

~~Indicate~~Registration byNo: ~~check mark whether the registrant files or will file annual reports under cover Form 20~~333-~~F or Form 40-F.~~87974

~~Form~~Hawkslease, ~~20-F~~Chapel þLane, ~~Form~~Lyndhurst, ~~40-F~~Hampshire oSO43 7FG, United Kingdom (Address of principal executive offices)

Indicate by check mark whether the registrant byfiles ~~furnishing~~or ~~the~~will ~~information contained~~file inannual ~~this~~reports ~~Form~~under ~~is also thereby furnishing the information to the~~cover ~~Commission pursuant to Rule~~Form ~~12g3~~20-~~2(b)~~F ~~under~~or ~~the~~Form 40-F. ~~Securities Exchange Act of 1934~~

~~Yes~~Form 20-F ~~o No~~ þ Form 40-F o

~~INEOS~~Indicate ~~GROUP~~by ~~HOLDINGS~~check ~~plc~~mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

~~PRESS~~Yes ~~RELEASE April 26,~~o No ~~2005~~þ

~~INEOS~~TABLE ~~Group~~OF Holdings plc (‘INEOS Group’ or ‘The Company’) announces today that it has acquired BASF’s US and Canadian polystyrene business. The acquisition will be made by the Company’s wholly owned subsidiary, INEOS Americas LLC. CONTENTS

The business comprises a 400 kt/a manufacturing facility at Joliet, Illinois producing general purpose polystyrene (GPPS) and high-impact polystyrene (HIPS). Polystyrene is a versatile thermoplastic resin that is used in many applications, such as packaging, toys, electronic goods, magnetic and optical media, construction and appliance components. SIGNATURES

TheTable business employs 140 people including the Joliet workforce and management plus sales and marketing support at various locations who will transfer to INEOS at completion. The business will be operated as a separate division of INEOS Group. Contents

(INEOS LOGO)

“This is a business which ideally meets our acquisition criteria with excellent people, assets and market positions and the heritage of a major chemical company. As the second largest polystyrene facility in North America this acquisition gives us an excellent platform to enter the global styrenics business” according to INEOS ~~Group~~GROUP ~~Chairman,~~HOLDINGS ~~Jim Ratcliffe.~~plc

~~Completion~~PRESS ofRELEASE June 21, ~~the transaction awaits approval by the Federal Trade Commission in the United States.~~2005

~~The~~INEOS ~~acquisition~~Group ~~will~~Holdings beplc ~~funded~~(‘INEOS byGroup’ anor ~~extension~~‘The toCompany’) ~~our~~announces ~~Interim~~today ~~Finance~~that ~~Facility,~~it ~~which~~has ~~we previously~~acquired ~~announced~~Cytec’s inSurface ~~February 2005.~~Speciality ~~The~~Amino ~~Interim~~Resins ~~Finance~~business ~~Facility~~for ~~represents~~a annet ~~interim~~cash ~~position~~consideration toof ~~enable~~€64 million. The ~~the~~acquisition ~~Company~~will tobe ~~proceed~~made ~~with~~by ~~its~~the ~~planned~~Company’s ~~investments~~wholly ~~before~~owned asubsidiaries, ~~full~~INEOS ~~refinancing~~Americas ~~takes~~LLC ~~place,~~and ~~likely~~INEOS toMelamines ~~be later in the year~~GmbH.

~~John~~The ~~Reece~~business comprises manufacturing facilities at Fechenheim, Frankfurt, Germany and Indian ~~Director INEOS~~Orchard, ~~Group~~Massachusetts, ~~Holdings~~USA, ~~plc~~producing melamine-based specialities for the coating, tyre and woodworking industries.

~~SIGNATURES~~The business employs 160 people including the Fechenheim and Indian Orchard workforce and management plus sales and marketing support at various locations. During 2004 the business generated sales of approximately €130 million. The business will be operated as a separate division of INEOS Group.

~~Pursuant~~“This tois ~~the~~a ~~requirements~~business ofwhich ~~the~~ideally ~~Securities~~meets ~~Exchange~~our ~~Act~~acquisition criteria with excellent people, assets and market positions and the heritage of ~~1934~~a major chemical company. Furthermore, the ~~registrant~~ ~~has~~business ~~duly~~offers genuine ~~caused~~synergies ~~this~~with ~~report~~INEOS toParafom, bealso ~~signed~~located onclose ~~its~~to ~~behalf~~Frankfurt, byin the formaldehyde and ~~undersigned~~derivatives field,” ~~thereunto~~according ~~duly~~to ~~authorized,~~INEOS onGroup ~~April 26~~Chairman, ~~2005~~Jim Ratcliffe. INEOS Paraform is a separately owned company under common control with INEOS Group.

~~INEOS~~Completion ~~GROUP~~of ~~HOLDINGS~~the ~~PLCRegistrant~~transaction ~~Issuer~~awaits ~~/s/~~approval ~~JOHN~~by ~~REECE~~the ~~John~~Federal ~~ReeceDirector~~Trade Commission in the United States and the European Commission.

The acquisition will be funded by a further extension to our Interim Finance Facility, which we previously announced in February 2005. The Interim Finance Facility represents an interim position to enable the Company to proceed with its planned investments before a full refinancing takes place, likely to be later in the year.

John Reece
Director
INEOS Group Holdings plc

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 21, 2005.

INEOS GROUP HOLDINGS PLC
Registrant Issuer

/S/ JOHN REECE

John Reece
Director

FORMTable 6-K of Contents

TheTable business employs 140 people including the Joliet workforce and management plus sales and marketing support at various locations who will transfer to INEOS at completion. The business will be operated as a separate division of INEOS Group. Contents

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