An ICI spokesman also said that the chemicals group, which spun off Zeneca in 1993, retained pre-emptive rights to certain relatively small parts of the Zeneca Specialties, including resins.

"The company is clearly interested in good quality speciality businesses and will consider this opportunity carefully," the spokesman said.

"At the time of the demerger, ICI retained certain pre-emptive rights over some of these businesses," he added.

Industry analysts said the Zeneca businesses would make a good fit with ICI, which is moving away from commodity products to the higher-margin specialty end of the spectrum.

But they questioned whether ICI, burdened with 4.4 billion pounds ($7.33 billion) of debt, could afford the likely price tag of around 1.5 billion pounds.

ICI shares fell back twoper cent in early trade on Friday, shedding 11 pence to 569 by 1005 GMT, as the market worried that the group might over-stretch itself.

"They cannot afford to buy the lot. Pheir gearing is way too high," said Michael Eastwood of Dresdner Kleinwort Benson.

"Therefore one might see them try to cherry pick. However, Zeneca has stated it is not interested in breaking up the businesses."

Some analysts suggested that Zeneca might sell off those businesses over which ICI has pre-emptive rights and try and sell the balance as one unit.

ICI has pre-emption rights at market value over specialties resins -- a business with sale of around 150 million pounds a year -- and the Flexpack/Novacote businesses.

Zeneca announced on Thursday that it was considering selling its specialty chemicals arm -- which also includes biocides, industrial colours, life science molecules, and performance and intermediate chemicals -- in the face of increasing consolidation in the sector.

The division has sales of 885 millionpounds in 1997, including Marlow Foods, maker of the `Quorn' meat substitute, which is being retained.

Analysts said foreign players were the most likely buyers of the full Zeneca division, although BTP might be interested in parts.

"If they are going to sell the whole thing in one go, I think the bid would have to come from the Clariant merger or from the likes of Eastman Kodak or Allied Signal in the United States," said one analyst.

Other analysts said German firms including BASF, Bayer and Hoechst could be interested, although some questioned how complementary the assets would be for them.