UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:      3235-0145

Expires:      January 31, 2006

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Harvard Bioscience, Inc.

Common Stock, par value $0.01 per share

416906105

31 December 2005

(Date of Event which Requires Filing of this Statement)

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

F&C Asset Management plc

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)         o

(b)         o

3

SEC Use Only

4

Citizenship or Place of Organization.

United Kingdom

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

1,591,568

6  Shared Voting Power

0

7  Sole Dispositive Power

1,591,568

8  Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,591,568

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

11

Percent of Class Represented by Amount in Row (9)

5.22%

12

Type of Reporting Person (See Instructions)

IA, CO

(a)

Name of Issuer

Harvard Bioscience, Inc.

(b)

Address of Issuer’s Principal Executive Offices

84 October Hill Road, Holliston, MA 01746

(a)

Name of Person Filing

F&C Asset Management plc

(b)

Address of Principal Business Office or, if none, Residence

80 George Street, Edinburgh EH2 3BU, United Kingdom

(c)

Citizenship

F&C Asset Management plc is a corporation organised under the laws of the United Kingdom

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share (“Common Stock”)

(e)

CUSIP Number

416906105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

x

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned

1,591,568

(b)

Percent of Class

5.22%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

1,591,568

(ii)

shared power to vote or to direct the vote

0

(iii)

sole power to dispose or to direct the disposition of

1,591,568

(iv)

shared power to dispose or to direct the disposition of

0

Item 5.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

25 January 2006

Date

F&C ASSET MANAGEMENT PLC

By:  /s/ Marrack Tonkin                                               

Signature

Marrack Tonkin, Company Secretary

Name/Title