Recommended Offer by Nat. Wst

LEGAL & GENERAL GROUP PLC
24 September 1999


                               
           NATIONAL WESTMINSTER BANK Plc ('NatWest')
                               
                       RECOMMENDED OFFER
                               
                              FOR
                               
         LEGAL & GENERAL GROUP Plc ('Legal & General')
                               
                               
 Announcement relating to the illustrative Reference Price and
                 level of share consideration
                               
NatWest announces that if the Offer by NatWest for Legal &
General were to become or were to be declared unconditional as
to acceptances today, the Reference Price for the purpose of
calculating the number of New NatWest Shares offered for each
Legal & General Share would be 1119p (stated to the nearest
penny), equal to the arithmetic average value of the closing
middle market quotations for a NatWest Share, derived from the
Stock Exchange Daily Official List, over the 15 consecutive
dealing days ending on 22 September 1999.

As  a result the number of New NatWest Shares offered for each
Legal & General Share would be 0.10936.


ENQUIRIES:

NatWest         Investor relations        Geoffrey Pelham-Lane
                                                 0171 726 1103

J.P. Morgan     Financial adviser to NatWest      Terry Eccles
                                                 0171 325 4169

Cazenove & Co.  Broker to NatWest                 David Mayhew
                                                 0171 588 2828


The exact number of New NatWest Shares that will be offered
for each Legal & General Share, if the Offer becomes or is
declared unconditional in all respects, may differ from the
number referred to above and from the number determined as of
the date a Legal & General Shareholder accepts the Offer or as
of the date a Legal & General Shareholder may have withdrawal
rights, if any, under the Offer.


The  closing  middle market quotations for  a  NatWest  share,
derived  from  the Daily Official List, used to calculate  the
Reference Price, are as follows:

Thursday 2 September, 1211p; Friday 3 September, 1143p; Monday
6  September, 1134p; Tuesday 7 September, 1156p;  Wednesday  8
September,  1168p;  Thursday  9 September,  1163p;  Friday  10
September,  1144p;  Monday  13 September,  1115p;  Tuesday  14
September,  1121p; Wednesday 15 September, 1086p; Thursday  16
September,  1078p;  Friday  17  September,  1094p;  Monday  20
September,  1090p; Tuesday 21 September, 1052p;  Wednesday  22
September, 1037p.