SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

Adams Respiratory Therapeutics, Inc.

(Name of Subject Company (Issuer))

Twickenham Inc.

an indirect, wholly-owned subsidiary of Reckitt Benckiser Group plc

and

Reckitt Benckiser Group plc

(Names of Filing Person (Offerors))

Common Stock, $.01 par value per share
(Title of Class of Securities)

00635P107
(CUSIP Number of Class of Securities)

ANDREW BALDRY
RECKITT BENCKISER GROUP PLC
103-105 BATH ROAD
SLOUGH
BERKSHIRE SL1 3UH
UNITED KINGDOM
+44 (0)1753 217800
(Name, address, and telephone numbers of person authorized to receive notices and communications on
behalf of filing persons)

Copies to:
Neil Goodman, Esq.
Richard Baltz, Esq.
Arnold & Porter LLP
555 12^th Street, NW
Washington, DC 20004
Telephone: (202) 942-5000

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$2,273,759,574.37	$69,804.42

(1)	Estimated for purposes of calculating the filing fee only.
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2008, issued December 14, 2007, by multiplying the transaction value by .0000307.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $69,804.42

Form or Registration No.: Schedule TO

Filing Party: Twickenham Inc. and Reckitt Benckiser Group plc

Date Filed: December 21, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing fee is a final amendment reporting the results of the tender offer: o

     This Amendment No. 3 (this “Amendment”) amends and supplements Items 11 and 12 in the Tender Offer Statement on Schedule TO, filed on December 21, 2007 with the Securities and Exchange Commission by Twickenham, Inc., a Delaware corporation, and Reckitt Benckiser Group plc (“Reckitt Benckiser”), a corporation organized under the laws of England and Wales (the “Schedule TO”).

     Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 11. Additional Information.

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

     “On January 4, 2008, the Federal Trade Commission notified Adams and Reckitt Benckiser that it had granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the Offer.”

     On January 8, 2007, Adams and Reckitt Benckiser issued a press release announcing the early termination of the waiting period under the HSR Act relating to the tender offer to purchase all of the outstanding shares of common stock of Adams, a copy of which is filed as Exhibit (a)(5)(I) hereto and is incorporated herein by reference.

Item 12. Exhibits.

     Item 12 is hereby amended and supplemented to include the following:

(a)(5)(I)	Joint press release issued by Adams and Reckitt Benckiser, dated January 8, 2008.
99.1	Power of Attorney dated December 7, 2007 evidencing authority of William R. Mordan to sign Schedule TO on behalf of Reckitt Benckiser Group plc, previously filed with the Tender Offer Statement on Schedule TO filed by Reckitt Benckiser on December 21, 2007.

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RECKITT BENCKISER GROUP PLC

By: /s/ William R. Mordan

Title: Attorney-in-Fact

TWICKENHAM INC.

By: /s/ William R. Mordan

Title: Vice President & General Counsel

Dated: January 8, 2008

EXHIBIT INDEX

Exhibit No.	Exhibit Name
(a)(5)(I)	Joint press release issued by Adams and Reckitt Benckiser, dated January 8, 2008.
99.1	Power of Attorney dated December 7, 2007 evidencing authority of William R. Mordan to sign Schedule TO on behalf of Reckitt Benckiser Group plc, previously filed with the Tender Offer Statement on Schedule TO filed by Reckitt Benckiser on December 21, 2007.

EX-99.(A)(5)(I)

Exhibit (a)(5)(I)

January 8, 2008

RECKITT BENCKISER RECEIVES HART-SCOTT-RODINO
ANTITRUST CLEARANCE FOR ACQUISITION OF
ADAMS RESPIRATORY THERAPEUTICS

Reckitt Benckiser Group plc (RB.L) (“Reckitt Benckiser”) and Adams Respiratory Therapeutics, Inc. (NASDAQ: ARxT) (“Adams”) announced today that they have received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) relating to the previously announced tender offer to purchase all of the outstanding shares of common stock of Adams.

Reckitt Benckiser initiated, through its wholly owned subsidiary Twickenham Inc., a cash tender offer on December 21, 2007, to purchase all outstanding shares of common stock of Adams for US$60.00 per share.

The tender offer will expire at 12:00 midnight, New York City time, on January 23, 2008, unless extended in accordance with the Merger Agreement entered into between Reckitt Benckiser, Twickenham and Adams and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). The offer remains subject to other customary conditions, including the acquisition by Twickenham of a majority of Adams’ shares of common stock on a fully diluted basis.

For Further Information

Reckitt Benckiser		+44 (0) 1753 217 800
Mark Wilson	Corporate Controller and Investor Relations Manager
	(investor queries)
Fiona Fong	Head of Corporate Communications (press queries)
PR Agency
Susan Gilchrist	Brunswick	+44 (0) 207 404 5959
Cindy Leggett Flynn	Brunswick New York	+1 212 333 3810
Adams Respiratory Therapeutics
Janet M. Barth	SVP Investor Relations & Corporate Communications	+1 908 879 2428
Faith Pomeroy-Ward	Sr. Manager Investor Relations & Corporate Communications	+1 908 879 1418

Important Information

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement filed with the SEC on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement filed with the SEC on Schedule 14D-9, which contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s Web site: www.sec.gov.

Notes for Editors
Reckitt Benckiser is a world leader in household cleaning, health and personal care. The Company is truly global, with over 60 operating companies and some 43 manufacturing facilities worldwide and has sales in 180 countries. Reckitt Benckiser employs 22,000 people around the world. Amongst the Company’s leading brands in household are Lysol, the world leader in disinfecting cleaning, Calgonit & Finish & Electrasol, the world leaders in automatic dishwashing, Woolite, world leader in fine fabrics, Vanish & Spray’nWash, world leaders in fabric treatment, Airwick and Mortein, both No.2 brands in air care and pest control respectively. In Health & Personal Care (25% of net revenues), leading brand positions include Veet, the world number one depilatory and Dettol the world’s leading antiseptic, Nurofen, the leading European analgesic, Strepsils, world number one in medicated sore throat, Gaviscon the No.1 gastro intestinal remedy in UK and Lemsip the UK no.1. in cold/flu remedies.

Reckitt Benckiser is headquartered in Slough just outside London, UK and is listed on the London stock exchange. With a market capitalization of c.£20bn it ranks among the top 25 UK listed companies. Reckitt Benckiser had net revenues of £4.92bn, operating profit of £910m, and net income of £674m in 2006.

About Adams Respiratory Therapeutics, Inc.

Adams is a specialty pharmaceutical company focused on the late-stage development, commercialization and marketing of over-the-counter and prescription pharmaceuticals for the treatment of respiratory disorders.

2