S-8 POS

As filed with the Securities and Exchange Commission on June 5, 2007

Registration No. 333-125301

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bunzl plc

(Exact Name of issuer as specified in its charter)

England		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
110 Park Street London WIK 6NX England (44) 20-7495-4950 (Address of principal executive offices)
Bunzl plc Long Term Incentive Plan (Full title of the Plan)
Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808
(Name and address of agent for service) Telephone number, including area code, of agent for service: 302-636-5400
	Copy to:
Keith L. Kearney, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 212-450-4000		Barbara Nims, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 212-450-4000

DEREGISTRATION OF UNSOLD SECURITIES

Pursuant to the Form S-8 registration statement (File No. 333-125301) (the “Registration Statement”) filed with the Securities and Exchange Commission on May 27, 2005, Bunzl plc (the “Company” or the “Registrant”) registered ordinary shares (the “Securities”) to be offered pursuant to the Bunzl plc Long Term Incentive Plan.

The purpose of this Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement is to terminate the Registration Statement and to deregister all of the Securities originally registered thereby which remain unsold as of the date this Amendment is filed.

2

EXHIBIT INDEX

Number	Description
24	Powers of Attorney

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, State of England, on the 5th day of June, 2007.

Bunzl plc
By:	/s/ Paul Nicholas Hussey
	Name:	Paul Nicholas Hussey
	Title:	Company Secretary

4

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
A.J. Habgood *	Chairman
A.J. Habgood		June 5, 2007
M.J. Roney *	Chief Executive Officer (Principal Executive Officer)
M.J. Roney		June 5, 2007
B.M. May *	Finance Director (Principal Financial and Accounting Officer)
B.M. May		June 5, 2007
J.F. Harris *	Senior Independent Non-executive Director
J.F. Harris		June 5, 2007
C.A. Banks *	Non-executive Director
C.A. Banks		June 5, 2007
P.L. Larmon *	President and Chief Executive Officer, North America
P.L. Larmon		June 5, 2007
U. Wolters *	Non-executive Director
U. Wolters		June 5, 2007
P.W. Johnson *
P.W. Johnson	Non-executive Director	June 5, 2007

* By:    /s/ Paul Nicholas Hussey
Name:	Paul Nicholas Hussey
Title:	Attorney-in-Fact

5

Bunzl USA Holdings Corporation
By:	Brian Michael May *
Name:		Brian Michael May
Title:		Director
Authorized Representative in the United States

* By:    /s/ Paul Nicholas Hussey
Name:	Paul Nicholas Hussey
Title:	Attorney-in-Fact

6

EXHIBIT INDEX

Number	Description
24	Powers of Attorney

7

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, as officers and directors of Bunzl plc (the “Company”) hereby nominates, constitutes and appoints each of Anthony John Habgood, Michael James Roney, Brian Michael May and Paul Nicholas Hussey, our true and lawful attorneys-in-fact and agents, each of them with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Bunzl plc to comply with the Securities Act of 1933, as amended (the “1933 Act”) and the Securities Exchange Act of 1934 (the “1934 Act”) and any requirements of the Securities and Exchange Commission (the “Commission”) or the New York Stock Exchange (“NYSE”) in connection with the delisting of the Company from the NYSE and the deregistration and termination of its reporting requirements under the Exchange Act including:

1. To cause to be prepared, executed and filed with the Commission, under the Exchange Act, the Form 15F, including all exhibits thereto, relating to the delisting and deregistration, and to do such other acts or things and execute such other documents as attorneys-in-fact and agents may deem necessary or desirable to cause such forms or documents, as amended and supplemented, to comply with the Exchange Act and the rules and regulations thereunder, and to become effective under the Exchange Act and such rules and regulations,

2. To take all actions to terminate the listing of the Company’s ADSs on the NYSE, including but not limited to causing to be prepared, executed and filed or furnished written notice to the NYSE, notice to the public through a press release, and each of a Form 6-K and a Form 25 with the Commission,

3. To cause to be prepared, executed and filed an amendment to each of the Depositary Agreement and the Form F-6 (File No. 333-9536) and to take any and all further actions in connection therewith,

4. To cause to be prepared, executed and filed with the Commission an amendment to each registration statement on Form S-8 (File No. 333-125301, File No. 333-93615 and File No. 333-86339) and to take any and all further actions in connection therewith,

5. To cause to be prepared and executed any and all applications, registration statements, notices, certificates or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities,

including specifically but without limitation, power and authority to sign the name of the undersigned to such documents and forms, and any amendments to such documents and forms (including post-effective amendments), and to file the same with all

exhibits thereto and other documents in connection therewith, with the relevant authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Each of the undersigned hereby ratifies and confirms and agrees to ratify and confirm everything said attorney-in-fact may do by virtue of this instrument.

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this power of attorney in the capacities and as of the 16th day of May, 2007.

/s/ A.J. Habgood	/s/ M.J. Roney
Name: A.J. Habgood	Name: M.J. Roney
Title:   Chairman	Title:   Chief Executive Officer

/s/ J.F. Harris	/s/ C.A. Banks
Name: J.F. Harris	Name: C.A. Banks
Title:   Senior Independent Non-executive Director	Title:   Non-executive Director

/s/ P.L. Larmon	/s/ B.M. May
Name: P.L. Larmon	Name: B.M. May
Title:   President and Chief Executive Officer,             North America	Title:   Finance Director

/s/ P.W. Johnson	/s/ U. Wolters
Name: P.W. Johnson	Name: U. Wolters
Title:   Non-executive Director	Title:   Non-executive Director

/s/ B.M. May

Name: B.M. May

Title:   Authorized U.S. Representative, Director