FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13(a)-16 OR 15(d)-16 OF THE SECURITIES EXCHANGE ACT OF 1934

~~February~~April 226, 2005

Commission File No. 333-87974

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

England and Wales
(Jurisdiction of incorporation or organisation)

Hawkslease, Chapel Lane, Lyndhurst, Hampshire SO43 7FG, United Kingdom
(Address of principal executive offices)

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


Form 20-F þ		Form 40-F o

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 o		No þ

(INEOS LOGO)

INEOS GROUP HOLDINGS plc

PRESS RELEASE ~~February~~April 226, 2005

INEOS Group Holdings plc (“‘INEOS Group”’ or “‘The Company”’) announces today that it has ~~entered into~~acquired anBASF’s ~~Interim~~US ~~Finance~~and ~~Facility~~Canadian ~~(the~~polystyrene ~~“Facility”)~~business. ~~for~~The ~~€150 million~~acquisition ~~with~~will abe ~~number~~made ofby ~~its~~the ~~syndicate~~Company’s ~~banks~~wholly owned subsidiary, INEOS Americas LLC.

The ~~Facility~~business ~~will~~comprises ~~provide~~a ~~short~~400 ~~term~~kt/a ~~funding~~manufacturing ~~for~~facility aat ~~number~~Joliet, ofIllinois ~~expansion~~producing ~~plans~~general purpose ~~which~~polystyrene ~~the~~(GPPS) and ~~group~~high-impact polystyrene (HIPS). Polystyrene is a versatile ~~progressing,~~thermoplastic ~~including~~resin ~~projects~~that is used in ~~the~~many ~~Oxide~~applications, such as packaging, toys, electronic goods, magnetic and ~~Fluor~~optical ~~businesses~~media, construction and appliance components.

The ~~Facility~~business ~~will~~employs ~~have~~140 apeople ~~one-year~~including ~~maturity~~the ~~from~~Joliet ~~signing,~~workforce ~~with~~and amanagement ~~mandatory~~plus ~~prepayment~~sales ~~upon any~~and ~~refinancing.~~marketing Itsupport ~~will~~at ~~rank~~various ~~pari~~locations ~~passu~~who ~~with the Company’s existing Senior Notes Due 2010 and~~ will ~~be unsecured~~transfer ~~and subordinate~~ to ~~existing~~INEOS ~~senior~~at ~~bank debt~~completion. ItThe business will be ~~bear~~operated ~~interest~~as ata ~~LIBOR~~separate ~~plus~~division ~~an applicable~~of ~~margin~~INEOS Group.

~~Ineos~~“This ~~Group’s~~is ~~current~~a ~~leverage~~business ~~ratio~~which isideally ~~below~~meets 2our ~~times~~acquisition ~~EBITDA~~criteria with excellent people, assets and market ~~therefore~~positions and the ~~Interim~~heritage ~~Finance Facility~~of ~~represents~~a anmajor ~~interim~~chemical ~~position~~company. toAs ~~enable~~ the ~~Company~~second tolargest ~~proceed~~polystyrene facility ~~with~~in ~~the~~North ~~planned investments~~America ~~before~~this aacquisition ~~full~~gives ~~refinancing~~us ~~takes~~an ~~place,~~excellent ~~likely~~platform to beenter ~~later~~the inglobal styrenics ~~the~~business” ~~year~~according to INEOS Group Chairman, Jim Ratcliffe.

Completion of the transaction awaits approval by the Federal Trade Commission in the United States.

The acquisition will be funded by an 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 ~~February~~April 226, 2005.


INEOS GROUP HOLDINGS PLC Registrant Issuer
/s/ JOHN REECE
John Reece Director

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