Compulsory Acqn of Shares

Hill & Smith Hldgs PLC
16 November 2000

Not  for  release, publication or distribution in or into  the
United States of America, Canada, Australia or Japan


Hill & Smith Holdings PLC - Recommended offer for Ash & Lacy
plc (the 'Offer')

Closure of Full Cash Alternative

The  Board  of  Hill  & Smith Holdings PLC  ('Hill  &  Smith')
announces that as at 3.00pm on 15 November 2000, Hill &  Smith
had received valid acceptances of the Offer for Ash & Lacy plc
('Ash  &  Lacy')  from  Ash  & Lacy  shareholders  in  respect
34,632,949 shares, representing approximately 94.81 per  cent.
of Ash & Lacy's issued share capital.

Of  the  total acceptances, valid elections for the Full  Cash
Alternative have been made in respect of 25,366,642 Ash & Lacy
shares,  representing 69.44 per cent. of Ash &  Lacy's  issued
share  capital.  In total, sub-underwriters and other  placees
procured  by  Old  Mutual  Securities  will  today   take   up
10,674,063  New Hill & Smith Shares at or above 55 pence  each
for  settlement of the Full Cash Alternative.  The  Full  Cash
Alternative closed at 3.00pm yesterday, 15 November 2000.

The  Offer  was  declared unconditional in all respects  on  2
November 2000 (subject only to the Admission of the New Hill &
Smith Shares, which took place on 3 November 2000).  The Basic
Offer  and  the  Loan Note Alternative will  remain  open  for
acceptance until further notice.  Any acceptances now received
with an election for the Full Cash Alternative will be treated
as acceptances of the Basic Offer.

Hill & Smith is now in a position to compulsorily acquire  the
outstanding Ash & Lacy shares which it does not currently  own
and intends to commence the procedures shortly.

Terms  defined in the Listing Particulars and Offer  document,
both  dated  11  October 2000, have the same meaning  in  this
announcement unless the context otherwise requires.


Enquiries:

Hill & Smith Group PLC                  01902 357910
David Winterbottom, Chairman
David Grove, Chief Executive

Old Mutual Securities                   0121 710 4501
Richard Welton

Rawlings PR                        01756 770376
John Rawlings
Catriona Valentine


The  directors of Hill & Smith accept responsibility  for  the
information contained in this announcement and, to the best of
their  knowledge and belief (having taken all reasonable  care
to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information.

Old  Mutual  Securities,  which is  regulated  in  the  United
Kingdom  by  The Securities and Futures Authority Limited,  is
acting  exclusively  for  Hill & Smith  and  no  one  else  in
connection  with  the  Offer and will not  be  responsible  to
anyone  other than Hill & Smith for providing the  protections
afforded  to customers of Old Mutual Securities or for  giving
advice in relation to the Offer.

The  Offer  is not being made, directly or indirectly,  in  or
into the United States, Canada, Australia or Japan.