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<SEC-DOCUMENT>0000217410-04-000041.txt : 20040324
<SEC-HEADER>0000217410-04-000041.hdr.sgml : 20040324
<ACCEPTANCE-DATETIME>20040324114739
ACCESSION NUMBER:		0000217410-04-000041
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040324
FILED AS OF DATE:		20040324

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNILEVER PLC
		CENTRAL INDEX KEY:			0000217410
		STANDARD INDUSTRIAL CLASSIFICATION:	FOOD & KINDRED PRODUCTS [2000]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04546
		FILM NUMBER:		04686529

	BUSINESS ADDRESS:	
		STREET 1:		UNILEVER HOUSE
		STREET 2:		BLACKFRIARS
		CITY:			LONDON ENGLAND
		STATE:			X0
		ZIP:			EC4P 4BQ

	MAIL ADDRESS:	
		STREET 1:		C/O UNILEVER UNITED STATES INC
		STREET 2:		390 PARK AVENUE (ATTN.: M MONTAGNINO)
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNILEVER LTD
		DATE OF NAME CHANGE:	19820429
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k_032404-plc.txt
<TEXT>


                                    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 March, 2004


                                  UNILEVER PLC
                  ---------------------------------------------
                 (Translation of registrant's name into English)


                  UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
                  --------------------------------------------
                    (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 _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): ________

  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): ________

         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 ___   No _X_

       If "Yes" is marked, indicate below the file number assigned to the
            registrant in connection with Rule 12g3-2(b): 82-_______
<PAGE>

The press release attached hereto as Exhibit 99 is incorporated herein by
reference.



CAUTIONARY STATEMENT

     This Report on Form 6-K may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"expects", "anticipates", "intends" and other similar expressions of future
performance or results are intended to identify such forward-looking statements.
These forward-looking statements are based upon current expectations and
assumptions regarding anticipated developments and other factors affecting
Unilever. Because of the risks and uncertainties that always exist in any
operating environment or business, Unilever cannot give any assurance that
the expectations expressed in these statements will prove correct. Actual
results may differ materially from those included in these statements due to a
variety of factors, including, among others, competitive pricing and activities,
consumption levels, costs, the ability to maintain and manage key customer
relationships and supply chain sources, currency values, interest rates, the
ability to integrate acquisitions and complete planned divestitures, physical
risks, environmental risks, the ability to manage regulatory, tax and legal
matters and resolve pending matters within current estimates, legislative,
fiscal and regulatory developments, and political, economic and social
conditions in the geographic markets where Unilever operates. Unilever
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise, and you are
cautioned not to place undue reliance on these forward-looking statements.
Further details of potential risks and uncertainties affecting Unilever are
described in Unilever's filings with the Securities and Exchange Commission,
including the Annual Report and Accounts on Form 20-F.
<PAGE>


                                   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.


                                          UNILEVER PLC

                                          /S/  S. G. WILLIAMS
                                          -------------------
                                          By   S. G. WILLIAMS
                                               SECRETARY







Dated:  March 24, 2004
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NUMBER                    EXHIBIT DESCRIPTION

99                                Press release dated March 24, 2004,
                                  "Unilever to Convert (euro)0.05 N.V.
                                   Preference Shares During Q1 2005"

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>form6k_032404pressrelease.txt
<TEXT>
Exhibit 99

                                 [UNILEVER LOGO]

                             N E W S   R E L E A S E


                          Unilever United States, Inc.

Media Relations Contact:                           Investor Relations Contact:
Nancy Goldfarb                                     Leigh Ferst
212-906-4690                                       212-906-3430

                                                   FOR RELEASE AT 2:00 A.M. EST


      UNILEVER TO CONVERT (euro)0.05 N.V. PREFERENCE SHARES DURING Q1 2005

New York, NY -- March 24, 2004 -- Unilever announced today that it intends to
exercise its option to convert its (euro)0.05 N.V. preference shares into
ordinary Unilever N.V. shares during the first quarter of 2005. The conversion
will follow the terms stipulated in the original information memorandum and in
Unilever's Articles of Association.

The conversion will be met out of existing shares and will not involve the issue
of any new shares. The maximum number of ordinary Unilever N.V. shares involved
is 18.9 million.

The preference shares were offered to holders of ordinary Unilever N.V. shares
at the time of the special dividend payment in 1999. Further background,
including details of the terms of the conversion, are given in the note
attached.

The decision to convert reflects the current ordinary Unilever N.V. share price,
respects the interests of all Unilever shareholders, and is consistent with the
conditions of the original issue.

The conversion timing takes into account fiscal considerations reflecting
changes to Dutch taxation in recent years and allows for the purchase of
ordinary N.V. shares from the market to the extent that this is required for the
conversion.

                                    - more -


<PAGE>


                                      - 2 -


Unilever will discuss with Euronext an extension of the listing of the
preference shares beyond 31 December 2004 and until the conversion.

Following conversion, the preference shares will retain a (euro)0.05 residual
notional value, which Unilever intends to redeem for cash in 2005, subject to
approval at the 2005 AGM of Unilever N.V.

The normal preference dividend will accrue up to the date of conversion and
thereafter will accrue on the residual notional value until its redemption.

                                      # # #

                                    - more -


<PAGE>


                                      - 3 -

Background to the (euro)0.05 N.V. Preference Shares


The preference shares were issued on 9 June 1999 as part of a special dividend
of (euro)6.58 per ordinary share. They were offered to holders of ordinary
Unilever N.V. shares or depositary receipts for ordinary Unilever N.V. shares as
an alternative to a cash payment. The preference shares are listed on Euronext
Amsterdam. The formal nominal value of the preference shares is NLG 0.10, which
is represented in euros as (euro)0.05. (* See below)

The terms of the preference shares were set out in the original information
memorandum which is available on the Unilever web site. These terms, which
followed an agreement with the Dutch tax authorities, are:

o Unilever agreed not to buy back the preference shares before 9 June 2004.

o    After 9 June 2004, Unilever has the option to convert (euro)6.53 of the
     notional value ((euro)6.58) of the preference shares into ordinary Unilever
     N.V. shares with a nominal value of (euro)0.51 each. The terms of
     conversion are set out in Unilever's Articles of Association and are as
     follows:

     Each (euro)0.05 cent preference share entitles the holder to a number of
     scrips of ordinary shares determined by the formula: 6.53 divided by 1/112
     x P, where P is the weighted average share price in euros of an ordinary
     Unilever N.V. share on the last trading day before the day of conversion.
     The number of scrips is limited to a maximum of 10 per preference share. A
     number of 112 scrips will be converted automatically into 1 Unilever N.V.
     ordinary share.

     Put briefly, this means that if the ordinary Unilever N.V. share price at
     the time of conversion is (euro)73.18 or higher, the maximum value that
     could be received upon conversion is (euro) 6.58 ((euro)6.53 + (euro) 0.05
     remaining notional value). At a lower N.V. share price, a lower value would
     be received because of the maximum of 10 scrips which can be obtained for
     each preference share.

     After conversion the preference shares could be redeemed by repayment of
the residual value of (euro)0.05.

These terms ensured that the preference shares were subject to market risk, and
thus met the conditions of the Dutch tax authority.

Unilever said at the time of issue that it expected to exercise the conversion
right if any preference shares remained outstanding after 1 December 2004.

Further information, including the original information memorandum, is available
at:
www.unilever.com/investorcentre/shareholderinformation/nvshares

- --------------------------------------------------------------------------------


* The euro amounts shown above are representations in euros on the basis of
Article 67c Book 2 of the Dutch Civil Code, rounded to two decimal places, of
underlying Dutch guilders, as these have not been converted into euros in
Unilever's Articles of Association.

                                      -o0o-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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