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 2006

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
  Press Release: “Syngenta share repurchase: confirmation of put option terms”

Filed herewith is a press release related to Syngenta AG. The full text of the press release follows:

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Syngenta International AG
Media Office
CH-4002 Basel
Switzerland
Telephone: +41 61 323 23 23
Fax:            +41 61 323 24 24
www.syngenta.com
   
Media Release

Syngenta share repurchase: confirmation of put option terms

Basel, Switzerland, 22 February 2006

On February 9 Syngenta announced that it will grant one free put option per Syngenta registered share held on February 22, 2006.

Shareholders may sell one Syngenta registered share to the company with every 30 options held; the strike price has been set at CHF 234.00. The exercise date is May 23 with settlement on May 29, 2006.

The put options will be listed on SWX Swiss Exchange (SWX) and will be freely tradable between February 23 and May 22, 2006, the last day of trading.

Syngenta is a world-leading agribusiness committed to sustainable agriculture through innovative research and technology. The company is a leader in crop protection, and ranks third in the high-value commercial seeds market. Sales in 2005 were approximately $8.1 billion. Syngenta employs more than 19,000 people in over 90 countries. Syngenta is listed on the Swiss stock exchange (SYNN) and in New York (SYT). Further information is available at www.syngenta.com.

Media Enquiries: Switzerland:   Guy Wolff Tel: +41 (61) 323 2323
USA:   Sarah Hull Tel: +1 (202) 628 2372
UK:   Andrew Coker Tel: +44 (1483) 26 0014
         
Analysts/Investors: Switzerland:   Jonathan Seabrook Tel: +41 (61) 323 7502
  Jennifer Gough Tel: +41 (61) 323 5059
USA:   Rhonda Chiger Tel: +1 (917) 322 2569
 
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. We refer you to Syngenta's publicly available filings with the U.S. Securities and Exchange Commission for information about these and other risks and uncertainties. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors. This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the basis of, or be relied on in connection with, any contract therefor.

 

Syngenta – 22 February 2006 / Page 1 of 1


 


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 22, 2006 By: /s/ Christoph Mäder
Name: Christoph Mäder
Title: Head Global Legal & Taxes
       
    By: /s/ Damian Heller
Name: Damian Heller
Title: Company Secretary