Debenture Stock

Hill & Smith Hldgs PLC
19 June 2000


      NOTICE OF INTENTION to redeem £1,000,000 14 per cent First Mortgage 
                          Debenture Stock 2000/2003

Hill  &  Smith  Holdings PLC (formerly Hill & Smith Limited)  (the  'Company')
HEREBY GIVES NOTICE of its intention to redeem the whole of the stock being 14
per  cent  First Mortgage  Debenture Stock 2000/2003 (the 'Stock') constituted
and  secured  by or pursuant to a Trust Deed dated 7 December  1978  and  made
between  the  Company and certain of its subsidiaries of the  first  to  sixth
parts and the Law Debenture Corporation Limited (the 'Trustee') as Trustee  of
the seventh part on 30 September 2000 (the 'Repayment Date').

Pursuant  to  the  conditions relating to the issue of the Stock  the  Company
requires  delivery up of the relevant Stock Certificate(s)  to  Hill  &  Smith
Holdings  PLC's  Registrar,  Computershare  Services  PLC,  PO  Box  859,  The
Pavilions, Bristol, BS99 1XZ on or prior to such date and the Company will  on
or  prior to such date make payment to those persons appearing on the register
of  holders at the close of business on 18 September 2000 of the value of such
of  the Stock as is held together will all interest due up to and including 30
September  2000.  No interest will accrue after the Repayment Date,  and  upon
repayment as aforesaid the Stock will be cancelled and will not be reissued.

If you have lost or mislaid your Stock Certificate(s) you should write without
delay to Hill & Smith Holdings PLC's Registrar, Computershare Services PLC, PO
Box  82, The Pavilions, Bristol, BS99 7NH notifying the circumstances  of  the
loss.  They will send you a letter of indemnity for completion  to  cover  the
missing  Certificate,  which should be  completed and returned by 25 September
2000.

Stockholders  should  be  aware  that if they  fail  to  deliver  their  Stock
Certificate(s)  for  the  Stock  to  Hill & Smith  Holdings  PLC's  Registrar,
Computershare Services PLC,  PO Box 859, The Pavilions, Bristol, BS99  1XZ  by
3pm  on  25 September 2000 then the moneys payable to such Stockholder may  be
paid  by the Company to the Trustee.  Any moneys so paid to the Trustee  shall
be held by the Trustee on trust for such Stockholders but without interest and
such  payment  by the Company shall discharge it from all its  obligations  to
such Stockholders.

The  Register of holders of the Stock will be closed at the close of  business
on 18 September 2000, and no further transfers of the Stock will be registered
after that date.

Dated this 14th day of June 2000

Howard C Everett
Company Secretary