Result of EGM

Macfarlane Group PLC
13 November 2000



     MACFARLANE GROUP PLC ('MACFARLANE' OR THE 'COMPANY')
    CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES PLC ('BPI')



Shareholder approvals obtained at EGM

At an extraordinary general meeting of Macfarlane held at 3.00
p.m. today, the resolutions to approve the acquisition of  BPI
and  to  increase  the Company's borrowing  powers  were  duly
passed.

Macfarlane  has  received approximately 82  million  votes  in
favour  of  the  two resolutions and approximately  3  million
votes  against. Macfarlane has now secured the strong  support
of its shareholders and Office of Fair Trading FT clearance to
proceed with its offer for BPI.

The  board of Macfarlane urges BPI shareholders to accept  the
Cash  Offer.   Macfarlane's Offer gives BPI  shareholders  the
opportunity to exit from an underperforming investment at  250
pence  which  represents a 40 per cent premium to  the  market
value  of  178.5 pence per BPI share on 5 September 2000  (the
day before BPI announced that it had received approaches).

At  the extraordinary general meeting, John Ward CBE, chairman
of Macfarlane made the following comments:

Trading Uupdate:

'Your  Board's objective is to produce a company which has  the
capacity  to  provide shareholder value by  delivering  double
digitdouble-digit earnings growth.'

'Your Board's objective is to meet performance targets and  in
spite of competitive trading conditions in the year to date we
have not altered our expectations for the year 2000.'

Voting on the Resolutions:

'Your Board is delighted to have received such an overwhelming
vote  in  favour  of the two resolutions.   This  is  a  clear
endorsement  from  our  shareholders  supporting  the  current
actions being undertaken by our Executive team and is no doubt
a  reflection  of  the satisfaction derived  from  the  double
digitdouble-digit growth in profits achieved in the first half
of the year.'

Words and expressions defined in the Offer Document issued  on
behalf  of  Macfarlane  on  17 October  2000,  have  the  same
meanings in this announcement, unless otherwise indicated.


Enquiries:

Macfarlane Group PLC
Iain Duffin                                  0141 333 9666

Noble Grossart Limited
Sir Angus Grossart                           0131 226 7011
Todd Nugent

HSBC
John Hannaford                               020 7336 9000

Bell Pottinger Financial
David Rydell                                 020 7353 9203

Beattie Media
Gordon Beattie                               01698 787878


Copies  of  the  Offer Document, Form of  Acceptance  and  the
document  sent  to  BPI shareholders on 2  November  2000  are
available free of charge from Lloyds TSB Registrars,  Antholin
House,  71 Queen Street, London EC4N 1SL (telephone  [phone]
2027).

The  directors  of  Macfarlane (whose names  are  set  out  in
paragraph   2  of  Part  7  of  the  Offer  Document)   accept
responsibility   for  the  information   contained   in   this
announcement  and to the best of the knowledge and  belief  of
the  directors  of Macfarlane (who have 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.

Noble  Grossart Limited, which is regulated in the UK  by  The
Securities   and   Futures  Authority   Limited,   is   acting
exclusively for Macfarlane and no one else in relation to  the
Offer  and  will not be responsible to any person  other  than
Macfarlane for providing the protections afforded to customers
of  Noble Grossart Limited or for giving advice in relation to
the  Offer.  Nothing in this announcement should be  construed
as  a profit forecast.  The contents of this announcement have
been  approved by Noble Grossart Limited for the purpose  only
of Section 57 of the Financial Services Act 1986.