FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of May, 2004

Commission File Number: 1-10817

CELLTECH GROUP PLC

(Translation of registrant's name into English)

208 Bath Road, Slough, Berkshire SL1 3WE ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check 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.

Yes No X

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________).

Enclosure: ~~AGM~~Directorate ~~Statement~~Change

~~CELLTECH~~Resignation ~~GROUP~~of ~~PLC~~Non-Executive Director

Celltech Group plc announces that ~~all~~Dr ~~the resolutions tabled~~Marvin atJaffe ~~the~~retired ~~Annual~~from ~~General Meeting~~the ~~held~~Board ~~today,~~following 27the ~~May~~conclusion ~~2004, were passed on a show~~ of ~~hands~~the ~~and~~Company's ~~by proxies. The~~AGM ~~Special Resolutions have~~held ~~been~~yesterday, ~~sent~~27 toMay ~~the UK Listing Authority in accordance with the Listing Rules~~2004.

J A D Slater Company Secretary 28 May 2004

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.

CELLTECH GROUP PLC
(Registrant)

                                                                                                                                                           By: /s/ PETER ALLEN
                                                                                                                                                           Peter Allen
                                                                                                                                                           Chief Financial Officer

Dated: 2728 May, 2004

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