December 14, 2004

U.S. Securities & Exchange 
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn.:  Document Control

Re: American Depositary 
Shares Evidenced by 
American Depositary 
Receipts each representing 
One Ordinary Share of 
InterContinental Hotels 
Group PLC  
(File No. 33-31832)


Pursuant to Rule 424(b)(3) 
under the Securities Act of 
1933, as amended, on behalf 
of The Bank of New York, as 
Depositary for securities 
against which American 
Depositary Receipts are to be 
issued, we enclose a copy of 
the new ADR certificate 
reflecting the change in 
nominal value to 112p per 
Ordinary Share from the 
existing 1 Pound per 
Ordinary Share. 

Pursuant to Section III B of the 
General Instructions to the Form F-6 
Registration Statement, the 
Prospectus consists of the ADR 
certificate for InterContinental 
Hotels Group PLC. 

Please contact me with any questions 
or comments on 212 815- 2368.

/s/ James A. Kelly
James A. Kelly
Assistant Vice President


cc:    Paul Dudek, Esq.
         (Office of International 
Corporate Finance)