Merrill Lynch & Co., Inc. – ‘SC 13G’ on 2/6/02 re: Hanson Building Materials Ltd

On:  Wednesday, 2/6/02   ·   Accession #:  65103-2-145   ·   File #:  5-45372

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      7     27K 

Document Table of Contents

SC 13G
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SCHEDULE 13G                                                                    

UNITED STATES                                                                   

SECURITIES AND EXCHANGE COMMISSION                                              

Washington, DC 20549                                                            

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       

(Amendment No.:    )*                                                           

HANSON PLC                                                                      
--------------------------------------------------------------------            
(Name of Issuer)                                                                

COMMON STOCK                                                                    
--------------------------------------------------------------------            
(Title of Class of Securities)                                                  

0408983 **                                                                      
--------------------------------------------------------------------            
(CUSIP NUMBER)                                                                  

December 31, 2001                                                               
--------------------------------------------------------------------            
(Date of Event Which Requires Filing of this Statement)                         

*The remainder of this cover page shall be filled out for a reporting           
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter the disclosures provided in a prior cover page.                     

The information required in the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities            
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities        
of that section of the Act but shall be subject to all other provisions         
of the Act (however, see the Notes).                                            

** Identifier stated above represents the Sedol Number for the                  
Ordinary shares of the reporting issuer.  Shares reported herein are            
in the form of both Ordinary shares and ADRs.                                   

SC 13G
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CUSIP No.  0408983                13G                                           

1. NAME OF REPORTING PERSON                                                     
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                         

Merrill Lynch & Co., Inc.                                                       
(on behalf of Merrill Lynch Investment Managers (MLIM"))**                      

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing               

(a) [ ]                                                                         
(b) [ ]                                                                         

3. SEC USE ONLY                                                                 

4. CITIZENSHIP OR PLACE OF ORGANIZATION                                         

Delaware                                                                        

NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH                

5. SOLE VOTING POWER                                                            

NONE                                                                            

6. SHARED VOTING POWER                                                          

37,162,620                                                                      

7. SOLE DISPOSITIVE POWER                                                       

NONE                                                                            

8. SHARED DISPOSITIVE POWER                                                     

37,162,620                                                                      

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 

37,162,620 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)     

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*           

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                             

5.05%                                                                           

12. TYPE OF REPORTING PERSON*                                                   

HC, CO                                                                          

*SEE INSTRUCTION BEFORE FILING OUT!                                     
**SEE EXHIBIT A                                                         

SC 13G
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14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT                    
TO WHICH THIS SCHEDULE IS FILED:                                              

[X] Rule 13d-1 (b)                                                  
[ ] Rule 13d-1 (c)                                                  
[ ] Rule 13d-1 (d)                                                  

SCHEDULE 13G                                    

ITEM 1 (a) Name of Issuer:                                                      
----------------                                            

HANSON PLC  (the "Company")                                 

ITEM 1 (b) Address of Issuer's Principal Executive Offices:                     
-------------------------------------------------           

1 Grosvenor Place                                           
London WS1X 7JH                                             
England                                                     

ITEM 2 (a) Name of Persons Filing:                                              
------------------------                                    
Merrill Lynch & Co., Inc.                                   
(On behalf of Merrill Lynch Investment Managers ("MLIM")    

ITEM 2 (b) Address of Principal Business Office or, if none, Residence:         
 -------------------------------------------------------------

Merrill Lynch & Co., Inc.                                                       
(on behalf of Merrill Lynch Investment Managers ("MLIM"))                       
World Financial Center, North Tower                                             
250 Vesey Street                                                                
New York, NY 10381                                                              

ITEM 2 (c) Citizenship:                                                         
-------------                                               
See Item 4 of Cover Pages                                                       

ITEM 2 (d) Title of Class Securities:                                           
---------------------------                                 

Common Stock                                                                    

ITEM 2 (e) CUSIP NUMBER:                                                        

See Cover Page                                                                  

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ITEM 3                                                                          

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or     
13d-2(c), check whether the person filing is a:                                 

(a) [ ] Broker or Dealer registered under Section 15 of the Act,                
(b) [ ] Bank as defined in Section 3(a) (6) of the Act,                         
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act,           
(d) [ ] Investment Company registered under Section 8 of the Investment         
Company Act of 1940,                                            
(e) [X] Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),       
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with              
Rule 13d-1(b) (ii) (F),                                         
(g) [X] Parent Holding Company or Control Person in accordance with             
Rule 13d-1(b) (ii) (G); see Item 7,                             
(h) [ ] A savings association as defined in Section 3(b) of the Federal         
Deposit Insurance Act (12 U.S.C. 1813),                         
(i) [ ] A church plan that is excluded from the definition of an                
investment company under Section 3(c) (14) of the Investment    
Company Act of 1940,                                            
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).                   

ITEM 4 Ownership                                                                
--------                                                          
(a)  Amount Beneficially Owned:                                                 

See Item 9 of Cover Pages.                                            

(b)  Percent of Class:                                                          

See Item 11 of Cover Pages                                            

(c)  Number of shares as to which such person has:                              

(i) sole power to vote or to direct the vote:                         

See Item 5 of Cover pages                                     

(ii) shared power to vote or to direct the vote:                        

See Item 6 of Cover pages                                     

(iii) sole power to dispose or to direct the disposition of:              

See Item 7 of Cover pages                                     

(iv) shared power to dispose or to direct the disposition of:           

See Item 8 of Cover pages                                     

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ITEM 5 Ownership of Five Percent or Less of a Class.                            
---------------------------------------------                     

Not Applicable                                                                  

ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.         
----------------------------------------------------------------  

Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.         
Merrill Lynch Investment Managers ("MLIM") is an operating division             
of ML&Co.'s indirectly owned asset management subsidiaries. Certain of          
these subsidiaries hold certain shares of the security which is the             
subject of this report. (See Item 7).                                           

ITEM 7 Identification and Classification of the Subsidiary Which                
Acquired the Security Being Reported on by the Parent Holding Company       
or Control Person.                                                          
--------------------------------------------------------------------        

Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.       
Merrill Lynch Investment Managers ("MLIM") is an operating division             
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management              
subsidiaries. The following asset management subsidiaries hold certain          
shares of the common stock, which is the subject of this 13G filing:            

FUND ASSET MANAGEMENT, L.P.                                                     
MERRILL LYNCH ASSET MANAGEMENT U.K. LIMITED                                     
MERRILL LYNCH FUND MANAGERS LIMITED                                             
MERRILL LYNCH GLOBAL ASSET MANAGEMENT, LTD.                                     
MERRILL LYNCH INVESTMENT MANAGERS CHANNEL ISLANDS LIMITED                       
MERRILL LYNCH INVESTMENT MANAGERS LIMITED                                       
MERRILL LYNCH INVESTMENT MANAGERS, CO. LTD                                      
MERRILL LYNCH INVESTMENT MANAGERS, L.P.                                         
QA ADVISOR L.L.C.                                                               

ITEM 8 Identification and Classification of Members of the Group.               
----------------------------------------------------------        

Not Applicable                                                                  

ITEM 9 Notice of Dissolution of Group.                                          
-------------------------------                                   

Not Applicable                                                                  

SC 13G
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ITEM 10 Certification                                                           
--------------                                                    

By signing below each of the undersigned certifies that, to the best      
Of their knowledge and belief, the securities referred to above were            
acquired and are held in the ordinary course of business and were not           
acquired and are not held for the purpose of or with the effect of              
changing or influencing the control of the issuer of such securities and        
were not acquired and are not held in connection with or as a participant       
in any transaction having such purpose or effect.                               

Signature.                                                                      
----------                                                                      

After reasonable inquiry and to the best of my knowledge and belief,      
each of the undersigned certifies that the information set forth in             
this statement is true, complete and correct.                                   

Date:  January 30, 2002                                                         

Merrill Lynch & Co, Inc.                                                        
(on behalf of Merrill Lynch Investment Managers ("MLIM"))                       

/s/ Thomas D. Jones, III                                                        
-----------------------------                                                   
Name:  Thomas D. Jones, III                                                     
Title:  Attorney-In-Fact*                                                       

-----------------------------                                                   
*Signed pursuant to a power of attorney, dated January 25, 1999, included       
as Exhibit B to Schedule 13G filed with the Securities and Exchange             
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch              
Asset Management Group ("AMG")) - now known as Merrill Lynch Investment         
Managers ("MLIM")                                                               

SC 13G
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EXHIBIT A     

Merrill Lynch Investment Managers ("MLIM") of ML&Co. is comprised of the        
following legal entities: Merrill Lynch Investment Managers, L.P. ("MLIMLP"),   
doing business as Merrill Lynch Investment Managers; QA Advisers, LLC ("QA")    
doing business as Merrill Lynch Investment Managers Quantitative Advisers;      
Fund Asset Management, L.P., doing business as Fund Asset Management ("FAM");   
Merrill Lynch Asset Management U.K. Limited ("MLAM UK"); Merrill Lynch          
(Suisse) Investment Management Limited ("MLS"); Merrill Lynch Investment        
Managers International Limited ("MLIMI"); Merrill Lynch Investment Managers,    
Ltd. Merrill Lynch Investment Managers (Asia Pacific Limited); Merrill Lynch    
Investment Managers Limited (Australia); Merrill Lynch Investment Managers      
(Isle of Man) Limited; Merrill Lynch Investment Managers Asia Limited; Merrill  
Lynch Investment Managers Kapitalanlagegesellschaft MBH; Munich London          
Investment Management, Ltd.; Merrill Lynch Investment Managers Ltda.; Merrill   
Lynch Investment Managers Japan Limited; Merrill Lynch Investment Managers      
Canada, Inc.; DSP Merrill Lynch Asset Management(India) Limited; PT Merrill     
Lynch Indonesia; Merrill Lynch Phatra Securities Co., Ltd.; Merrill Lynch       
Global Asset Management, Limited; Merrill Lynch Investment Managers Channel     
Islands Limited; Mercury Asset Management International Channel Islands Limited 
("MAMCI"); Grosvenor Venture Managers Limited; and Merrill Lynch Fund           
Managers Limited. Each of MLIM LP, FAM, MLAM UK, MAMCI, QA, MLS, and MLIMI is   
an investment adviser registered under Section 203 of the Investment Advisers   
Act of 1940, which acts as investment adviser operating under the laws of a     
jurisdiction other than the United States. The investment advisers that         
comprise MLIM exercise voting and investment powers over portfolio securities   
independently from other direct and indirect subsidiaries of ML&Co.             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed on:		2/6/02							424B5,  SC 13G,  SC 13G/A
		1/30/02		6					424B5
		12/31/01		1					11-K,  13F-HR,  20-F/A
		1/25/99		6					424B3,  SC 13G/A
									List all Filings