City Of Oxford EGM-Rplcmnt

GUINNESS FLIGHT GEARED INCOME & GROWTH TRUST PLC
29 September 1999


The issuer has advised that the following amendment has been made to the 'City
of Oxford 2nd EGM Result, etc' announcement released today at 13:31 under RNS No
2436v.

The amendment appears in following paragraph.

Ordinary Income Shareholders who elected for the CashFund Shares equal to 26.327
(not 27.327 as previously shown) per City of Oxford Ordinary Income Share
previousy held or an equal amount in cash for elections received under the cash
option.


The full corrected text is shown below.
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Guinness Flight Geared Income & Growth Trust PLC ('GFGIGT') City of Oxford
Investment Trust PLC ('City of Oxford')

Issue and Placing of new GFGIGT Shares in connection with
 a Recommended Scheme for the reconstruction of City of
                         Oxford


At  the  second  City  of  Oxford  Extraordinary  General
Meeting  held  today,  29  September  1999,  the  special
resolution  for winding-up City of Oxford (the  'Scheme')
was  duly  passed.  The implementation of the Scheme,  as
defined  in  the circular to City of Oxford  shareholders
dated  27  August  1999 has therefore  become  effective.
The adjourned separate general meeting of the holders  of
GFGIGT  Zero  Dividend Preference Shares  was  also  held
today.  The extraordinary resolution to enable the  Issue
and Placing was duly passed.

City of Oxford shareholder entitlements under the Scheme

City of Oxford Zero Dividend Preference Shareholders will
receive  their  full entitlement under City  of  Oxford's
Articles  of Association of 160.78p per share.   City  of
Oxford  Ordinary Income shareholders will  receive  their
full  entitlement  in accordance with  City  of  Oxford's
Articles of Association.  The Terminal Asset Value of the
City  of Oxford Ordinary Income Shares as at 27 September
1999,  the  Calculation Date, as calculated in accordance
with the Scheme, was £7.99 million, equivalent to 26.327p
per Ordinary Income Share.

City  of Oxford shareholder entitlements for each  option
under the Scheme are shown below.

GFGIGT option

City of Oxford Zero Dividend Preference Shareholders  who
elected for, or who were deemed to elect for, the  option
to  roll  over their existing investment into new  GFGIGT
Zero  Dividend Preference Shares will receive  1,448.4603
GFGIGT  Zero  Dividend  Preference  Shares,  subject   to
rounding  down,  for  every 1,000  City  of  Oxford  Zero
Dividend Preference Shares previously held.

City  of  Oxford Ordinary Income Shareholders who elected
for,  or who were deemed to elect for, the option to roll
over  their  existing investment into new  GFGIGT  Geared
Ordinary  Shares  will  receive  268.0694  GFGIGT  Geared
Ordinary  Shares,  subject to rounding  down,  for  every
1,000  City  of Oxford Ordinary Income Shares  previously
held.   The  Formula Issue Price at the Calculation  Date
was 98.21p per GFGIGT Geared Ordinary Share.

No scaling back of elections and deemed elections for the
GFGIGT option will be required.

CashFund Shares and/or cash option

Zero Dividend Preference Shareholders who elected for the
CashFund Shares and/or cash option will receive shares in
the   sterling  money  fund  of  Guinness  Flight  Global
Strategy  Fund  Limited  ('CashFund  Shares')  equal   to
160.78p per City of Oxford Zero Dividend Preference Share
previously held or an equal amount in cash for  elections
received under the cash option.

Ordinary Income Shareholders who elected for the CashFund
Shares  and/or  cash option will receive CashFund  Shares
equal to 26.327p per City of Oxford Ordinary Income Share
previously held or an equal amount in cash for  elections
received under the cash option.

GFGIGT Placing

Placing commitments have been received by HSBC Investment
Bank  plc  from  a number of institutions  and  financial
intermediaries  to  subscribe in cash  for  3.25  million
GFGIGT  Zero  Dividend Preference Shares (at the  Placing
Price  of  111p), 28.09 million GFGIGT Income Shares  (at
the Placing Price of 109p) and 5.60 million GFGIGT Geared
Ordinary  Shares (at the Placing Price of  98.21p).   The
aggregate  proceeds  of the Placing were  £39.73  million
before  expenses.   In addition, GFGIGT  will  draw  down
approximately £29.36 million under the Bank Loan.

GFGIGT following the Issue

As  a  result  of the Scheme and the Placing,  the  gross
assets  of  GFGIGT,  before expenses,  will  increase  by
£94.72 million, from £62.07 million at 27 September  1999
to £156.79 million.

Immediately  following  completion  of  the  Issue,   the
capital structure of GFGIGT will comprise 36,424,157 Zero
Dividend  Preference  Shares, 49,269,600  Income  Shares,
17,349,886  Geared Ordinary Shares and a  £47.51  million
Bank Loan.

The  NAV per GFGIGT Geared Ordinary Share at 27 September
1999  was 105.13p, following the issue, and after  taking
account  of  the  expenses of the Issue,  this  NAV  will
increase by 1.0 per cent. to 106.18p.

Dealings

Dealings in the Shares of GFGIGT issued under the  Scheme
and  the Placing are expected to commence on Wednesday  6
October 1999 at 8.00am.  Fractions of Shares will not  be
issued.   It  is  expected  that  share  certificates  in
respect of holdings in GFGIGT will be despatched  in  the
week commencing Monday 11 October 1999.

Dealings in CashFund Shares issued under the Scheme, will
commence  on  Thursday  30  September  1999  at  12.00pm.
Shareholders  who have elected for the cash  option  will
have the payment of the proceeds dispatched by cheque, or
where directed, by CREST assured payment, on Wednesday  6
October 1999 or as soon as possible thereafter.

Final distribution

A  final  distribution arising from the surplus, if  any,
remaining  in  the Liquidation Fund, as  defined  in  the
circular  posted  to  City of Oxford Shareholders  on  27
August  1999, will be made to City of Oxford Shareholders
as  soon as practicable once the Liquidators have settled
all  liabilities and received all outstanding  sums  due.
The   Liquidation  Fund  is  estimated  at  approximately
£200,000,  from  which any remaining costs  and  expenses
will be paid.

Enquiries

Investec  Guinness Flight Chris  Burvill    0171 597 2000
                   Richard Prvulovich
                   Andrew Martin Smith

HSBC  Investment Bank plc Ravi  Anand       0171 336 2234

Cazenove  &  Co.      Christopher Smith     0171 588 2828