6-K


FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

     Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February 2005

Commission File Number: 001-15152

SYNGENTA AG
(Translation of registrant’s name into English)

Schwarzwaldallee 215
 4058 Basel
Switzerland
(Address of principal executive offices)

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

Form 20-F   X               Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes        No   X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes        No   X  

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes        No   X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A







Re: SYNGENTA AG
  Disclosure of share ownership

Filed herewith is a notification with regard to “Disclosure of share ownership” by Syngenta AG. The full text of the notification follows:

# # #




Item 1       


 

Disclosure of share ownership

The shareholding of Syngenta exceeds the threshold value of 10%

Based on Article 20 of the Swiss Stock Exchange Act Syngenta AG discloses the following:

Syngenta AG, Schwarzwaldallee 215, P.O. Box, 4002 Basel, Switzerland, has exceeded the reporting threshold value of 10% and is holding a total of 12’181’421 of its own ordinary shares corresponding to 10.82% of the share capital.

In compliance with Article 19 of the Swiss Stock Exchange Ordinance-FBC this information will be published in the Swiss Official Gazette of Commerce.

Syngenta AG
Basel, Switzerland, February 15, 2005




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.

    SYNGENTA AG
         
Date: February 15, 2005 By: /s/ Damian Heller
     
      Name: Damian Heller
      Title: Company Secretary
         
         
    By: /s/ Daniel Michaelis
     
      Name: Daniel Michaelis
      Title: Senior Corporate Counsel