Washington, D.C. 20549


Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

5 April 2004

(Exact name of Registrant as specified in its charter)

Novo Allé
DK- 2880, Bagsvaerd

(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 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 12g-32(b):82-__________






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

Date: 5 April 2004    NOVO NORDISK A/S
Lars Rebien Sørensen, President and Chief Executive Officer





Stock Exchange Announcement

5 April 2004

Status re Novo Nordisk’s holding of its own shares (treasury shares)

As of the end of the first quarter 2004, Novo Nordisk A/S (NYSE: NVO) and its wholly-owned affiliates owned 16,450,865 of its own B shares corresponding to a total nominal value of DKK 32,901,730 or 4.64 % of the total capital stock.

In the first quarter of 2004 a total of 91,976 options covered by Novo Nordisk treasury shares were exercised.

This announcement is pursuant to Section 204.33, Treasury Stock Changes, of the New York Stock Exchange Listed Company Manual.

Novo Nordisk is a healthcare company and a world leader in diabetes care. The company has the broadest diabetes product portfolio in the industry, including the most advanced products within the area of insulin delivery systems. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. Novo Nordisk manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. With headquarters in Denmark, Novo Nordisk employs approximately 18,800 full-time employees in 69 countries, and markets its products in 179 countries. Novo Nordisk’s B shares are listed on the stock exchanges in Copenhagen and London. Its ADRs are listed on the New York Stock Exchange under the symbol `NVO’. For more information, visit

For further information please contact:

Media: Investors:
Outside North America:
Elin K Hansen
Tel (direct): (+45) 4442 3450
Outside North America:
Peter Haahr
Tel (direct): (+45) 4442 1207

Palle Holm Olesen
Tel (direct): (+45) 4442 6175
In North America:
T Jackson
(direct): (+1) 609 919 7776
In North America:
Christian Kanstrup
Tel (direct): (+1) 609 919 7937

Stock Exchange Announcement No 26 / 2004 Page 1 of 1

Novo Nordisk A/S
Corporate Communications
Novo Allé
2880 Bagsværd
+45 4444 8888
+45 4444 2314
CVR Number: