Proposed Merger - Part 2

RECKITT & COLMAN PLC
27 July 1999

Part 2

12.  Information on Reckitt & Colman

Reckitt & Colman is a leading global household products
company with 77 per cent of turnover generated by brands
in number one or number two market positions. Reckitt &
Colman's principal activities are the manufacture and sale
of household products in over 170 countries. Reckitt &
Colman has leading household brands such as Woolite,
Wizard, Resolve, Harpic, Lysol, Mortein and Air Wick.
Reckitt & Colman also has leading positions in health and
personal care, with successful brands such as Gaviscon,
Dettol, Disprin, Lemsip, Steradent and Veet.

At 31 December 1998, 37 per cent of turnover was generated
in North America and 31 per cent of turnover was generated
in Europe.  The majority of the remainder of turnover was
generated in Latin America, South and East Asia and
Australasia. At 31 December 1998, Reckitt & Colman had
approximately 16,000 employees.

Summary consolidated financial information on Reckitt &
Colman for the two years ended 31 December 1998 is set out
in the table below.

Year ended 31 December           1997             1998
                                 (£m)             (£m)
                                                      
Turnover                        2,197            2,202
Net revenues                    1,964            1,944
Operating profit  (1)             354              288
Net earnings                      216              165
Earnings per share (p)           53.1             40.6
Shareholders' funds               910              967

Note: (1) 1998 operating profit is stated after charging
Year 2000 compliance costs of £32 million (1997: nil)

The above information is prepared in accordance with UK
GAAP.

13.  Information on Benckiser

Benckiser is a world leader in niche household cleaning
products, tightly focused on its growing premium niche
categories.  Within these, Benckiser is the worldwide
leader in automatic dishwashing products with its brands
Calgonit, Finish, Electrasol and Jet Dry and in Water
Softeners with Calgon.  Benckiser is also a leading player
in Fabric Treatment products with its Vanish brand, and in
Lime-and-Rust cleaners with its brands Cillit and Lime-a-
Way. Following recent expansion, Benckiser's products are
now sold in over 45 countries.

At 31 December 1998, 67 per cent of net revenues were
generated in Western Europe and 14 per cent of net
revenues were generated in North America, with the
remainder from the Rest of World which consists
substantially of Eastern Europe, Australasia and China.
At 31 December 1998, Benckiser had approximately 5,500
employees.

Summary consolidated financial information on Benckiser
for the two years ended 31 December 1998 is set out in the
table below.

Year ended 31 December     1997            1998         1998 (3)
                          (NLGm)          (NLGm)       (NLGm)                 
                         US GAAP         US GAAP      UK GAAP
                                                                        
Net revenues                3,582          3,857       3,857
Operating profit (1) (2)      384            436         474
Net earnings (1)              200            240         269
Earnings per share (NLG) (1) 3.81           4.57        5.13
Shareholders' funds            91            265         159

Note (1)  1997 profits are stated excluding restructuring
expenses and stock based compensation expenses totalling
NLG77million pre-tax.
Note (2)  Operating profit is stated after charging Year
2000 costs of NLG20 million (1997: NLG12 million).
Note (3)  Restated to UK GAAP.
The above information is prepared in accordance with US
GAAP and the 1998 figures are restated to UK GAAP for
illustrative purposes.

14.  Other information

Benckiser has today announced the purchase of certain
trademarks already licensed to Benckiser, (Calgon,
Calgonit and Quanto) from JAB for NLG400 million, to be
satisfied by the issue of 3.5 million Benckiser B Shares
before completion of the Merger.

Information in this press release relating to the
interests of Reckitt & Colman Shareholders and Benckiser
Shareholders (including JAB) in Reckitt Benckiser reflects
the 3.5 million Benckiser B Shares to be issued in respect
of the Trademark Acquisition and assumes the exchange of
the Newco A Shares into Reckitt & Colman Shares.

The pro forma calculation of earnings per share for
Reckitt Benckiser will be based on the combined profit of
Reckitt & Colman and Benckiser divided by the number of
shares representing the average number of Reckitt & Colman
Shares in issue together with the equivalent number of
Reckitt & Colman Shares to be issued on exchange of the
Newco A Shares.

An exchange rate of £1: Euro1.493 has been used to
calculate the combined market capitalisation.  A rate of
£1:NLG3.279, being the average exchange rate during 1998,
has been used to calculate the pro forma net revenues and
operating profit numbers and a rate of £1:NLG3.125, being
the rate as at 31 December 1998, has been used to
calculate the pro forma balance sheet numbers.

15.  Enquiries:

Reckitt & Colman  (44) 1753 746676      Benckiser      (31) 20 405 7555
David Saltmarsh                         Tom Corran     
                                        Christiane Krefft
                                               
Financial adviser                       Financial advisers

Warburg Dillon    (44) 171 567 8000     Deutsche Bank  (44) 171 545 8000
Read                                   
Adrian Haxby                            Nigel Meek     
Colin Christie                                 
                                        Merrill Lynch  (44) 171 628 1000
                                        Federico Aliboni
                                               
Joint brokers                            
      
Cazenove & Co     (44) 171 588 2828
David Mayhew                                   
Tony Brampton                                  
                                               
Credit Suisse     (44) 171 888 8888                   
First Boston      
Simon de Zoete                                 
Charles Foreman                                
                                               
Public relations                               
Shandwick          (44) 171 329 0096
Bobby Leach                                    
                                               
Warburg  Dillon Read, the investment banking  division  of
UBS AG, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Reckitt &  Colman
in connection with the Merger and for no one else and will
not  be  responsible to anyone other than Reckitt & Colman
for  providing  the protections afforded to  customers  of
Warburg Dillon Read or for providing advice in relation to
the Merger.

Deutsche  Bank  AG London and Merrill Lynch International,
which  are  regulated  in the UK  by  The  Securities  and
Futures  Authority Limited, are acting  for  Benckiser  in
connection  with the Merger and for no one else  and  will
not  be  responsible  to anyone other than  Benckiser  for
providing   the  protections  afforded  to  customers   of
Deutsche Bank AG London and Merrill Lynch International or
for providing advice in relation to the Merger.

These  materials  relate  to the  Offer  and  are  not  an
extension of a tender offer in the United States or to any
US Person for any class of equity securities in Benckiser.
The Offer will not be made, directly or indirectly, in, or
by  use  of  any  means of instrumentality  of  interstate
commerce  or  of  the  mails, or of any  facility  of  any
national   securities  exchange  of,  the  United   States
(including  its  possessions  or  territories,  any   area
subject  to its jurisdiction and any political subdivision
thereof) or to any US Person and cannot be accepted by any
such use or otherwise from within the United States or  by
any  US  Person.  Any purported acceptance  of  the  Offer
involving,   directly  or  indirectly,  any  such   means,
instrumentality,  mails  or  facility  or  otherwise  from
within  the  United  States or by any US  Person  will  be
deemed invalid.

None  of  the securities offered as consideration will  be
registered under the United States Securities Act of 1933,
as  amended (the 'Act').  Accordingly, such securities may
not be offered, sold or delivered in the United States  or
to  US  Persons, unless an exemption from the registration
requirements of the Act is available.

This  announcement and related materials do not constitute
an offer of Reckitt & Colman Shares.


Definitions

'the Boards'                  the Board of Reckitt & Colman and the
                              Boards of Benckiser
'Board of Reckitt & Colman'   the Board of Directors of Reckitt &
                              Colman
'Boards of Benckiser'         the Management Board and the Supervisory
                              Board of Benckiser, excluding those
                              directors who are also directors of JAB
'Board of Reckitt Benckiser'  the Board of Reckitt & Colman following
                              completion of the Merger
'Benckiser'                   Benckiser NV
'Benckiser A Share'           a Class A Common Share of NLG4 in the
                              capital of Benckiser
'Benckiser A  Shareholder'    JAB, the holder of Benckiser A Shares
'Benckiser B Share'           a Class B Common Share of NLG1 in the
                              capital of Benckiser
'Benckiser Shares'            Benckiser A Shares and/or Benckiser B
                              Shares, as the context so requires
'Benckiser Shareholders'      holders of Benckiser A shares and
                              Benckiser B shares
'closing share prices'        mid-market closing price as of 26 July
                              1999 for Reckitt & Colman  Shares traded
                              on the London Stock Exchange and for
                              Benckiser B Shares traded on the
                              Amsterdam Stock Exchange
'Completion'                  completion of the proposed Merger
'JAB'                         JAB GmbH and JAB Investments
'JAB GmbH'                    Joh. A. Benckiser GmbH
'JAB Investments'            JAB Investments B.V., a subsidiary of
                              JAB GmbH
'Merger'                      the proposed merger of Reckitt & Colman
                              and Benckiser, as described in this
                              announcement
'Merger Agreement'            the Merger Agreement dated 27 July 1999,
                              between Reckitt & Colman, Benckiser and
                              JAB
'New Reckitt & Colman         the New Reckitt & Colman Shares to be
Shares'                       issued in connection with the Merger
'Newco'                       an unlisted Dutch company which is a
                              subsidiary of Reckitt & Colman
'Newco A Shares'              A ordinary shares in the capital of
                              Newco
'Offer'                       the public offer by Reckitt & Colman for
                              Benckiser B Shares, as described in this
                              announcement
'Proposed Board'              the proposed Board of Directors of
                              Reckitt Benckiser whose names are set
                              out in Section 4 of this announcement
'Reckitt Benckiser'           Reckitt Benckiser plc, being Reckitt &
                              Colman as renamed (subject to
                              shareholder approval) following
                              completion of the Merger
'Reckitt & Colman Shares'    ordinary shares of 10 10/19p  each in
                              the capital of Reckitt & Colman
'Reckitt & Colman             holders of Reckitt & Colman  Shares
Shareholders'
'Reckitt & Colman'            Reckitt & Colman plc
'Trademark Acquisition'       the acquisition from JAB by Benckiser of
                              certain trademarks related to the
                              Benckiser business