F-6 POS

As filed with the Securities and Exchange Commission on December 9, 2004.       Registration No. 333-2010

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________________

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

PREMIER FARNELL plc

Formerly FARNELL ELECTRONICS plc

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

N/A

(Translation of issuer's name into English)

England and Wales

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK

(Exact name of depositary as specified in its charter)

One Wall Street New York, N.Y. 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

ADR Division

One Wall Street, 29^th 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:

Peter B. Tisne, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010

It is proposed that this filing become effective under Rule 466

[X]  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	Proposed maximum  aggregate offering price	Amount of registration fee
American Depositary Shares representing ordinary shares of Premier Farnell plc	0 American Depositary Shares

EMM-756699_1

EXPLANATORY NOTE

The offering made under this Registration Statement has been terminated.  Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.

EMM-756699_1

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	Articles 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 and 8
(x)   Limitation upon the liability of the depositary	Articles number 14, 18, 19 and 21

3.  Fees and Charges Articles number 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. – Previously filed.

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. – Form of letter delivered by The Bank of New York to Premier Farnell plc relating to pre-release activities. – Previously filed.

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 counsel. – Previously filed.

e.

Certification under Rule 466.  – Filed herewith as Exhibit 5.

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 ADRs, 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 ADR 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 December 9, 2004.

Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares of Premier Farnell plc.

By:

The Bank of New York,

As Depositary

By:

/s/ David S. Stueber

       David S. Stueber

       Managing Director

- # -

Pursuant to the requirements of the Securities Act of 1933, Premier Farnell plc has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Leeds, England, on December 9, 2004.

PREMIER FARNELL plc

By:  /s/ Steven John Webb

        Name: Steven John Webb

        Title: Company Secretary

Each person whose signature appears below hereby constitutes and appoints Steven Webb and Andrew Fisher, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her 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 or her name and on his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or a ny 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 below by the following persons in the capacities indicated on December 9, 2004.

/s/ Sir Malcolm Bates

Chairman and Director

Sir Malcolm Bates

/s/ Sir Peter Gershon

Deputy Chairman and Director

Sir Peter Gershon

/s/ John Hirst

Chief Executive and Director

John Hirst

(principal executive officer)

/s/ Andrew Fisher

Finance Director and Director

Andrew Fisher

(principal financial and accounting officer)

/s/ Laurence Bain

Chief Operating Officer and Director

Laurence Bain

/s/ John Roques

Non-executive Director

John Roques

/s/ Michael Lester

Non-executive Director

Michael Lester

/s/ Cary Nolan

Non-executive Director

Cary Nolan

/s/ William Korb

Non-executive Director

William Korb

PUGLISI & ASSOCIATES

Authorized Representative in the United States

By:  /s/ Donald J. Puglisi

        Name:  Donald J. Puglisi

        Title:  Managing Director

- # -

INDEX TO EXHIBITS

Exhibit Number	Exhibit
5	Certification under Rule 466

- # -

EX-5

Exhibit 5

Certification Under Rule 466

The Depositary, The Bank of New York, represents and certifies the following:

(1)

That it previously has filed a Registration Statement on Form F-6 (Premier Farnell plc, formerly known as Farnell Electronics plc - Registration No. 333-2010) which the Commission declared effective, with terms of deposit identical to the terms of deposit of this Registration Statement except for the number of foreign securities a Depositary Share represents.

(2)

That its ability to designate the date and time of effectiveness under Rule 466 has not been suspended.

THE BANK OF NEW YORK,
As Depositary

By:  /s/ David S. Stueber

        David S. Stueber

        Managing Director

EMM-767251_1