Agreement in Principle with Bankers & Shareholders

Ross Group PLC
21 December 1999

                              
                       ROSS GROUP PLC


Earlier  this  year,  the  Board of  Ross  Group  PLC  ('the
Company') entered into discussions with various parties with
a  view  to  implementing the last stage  of  the  Company's
medium  term strategy. The medium term strategy had by  that
stage   resulted   in  significant  restructuring   of   the
businesses  within  the Company, the  disposal  of  non-core
assets  and  substantial debt reduction. As  a  result,  the
Company  believed it was better positioned to  approach  its
shareholders to secure the long-term financial stability  of
the  Company.  These  discussions resulted  in  the  capital
reorganisation   and  rights  issue  proposals   that   were
presented   to,  and  rejected  by,  shareholders   at   the
Extraordinary  General  Meeting on 3 September  1999.  Since
these   proposals  were  rejected,  the  Company  has   been
carefully  considering other available options. One  of  the
options considered involved the Company working with a major
shareholder,  controlled  by  The  Grande  Holdings  Limited
('Grande'), and the Company's bankers to try and conclude  a
proposal that would achieve the Company's objective of long-
term stability and security.

The  Company  has today reached agreement in principle  with
Grande,  the Company's bankers and the Company's  preference
shareholders  to a proposal ('the Proposal') which  involves
inter alia:-

i)   a  heavily  discounted  rights issue,  underwritten  by
     Grande, to raise approximately £2.7 million;
ii)  a capital reorganisation;
iii) significant   changes  to  the  banking   and   funding
     arrangements, that will see the Company further reduce its
     debt burden; and
iv)  a purchase of the preference shares by the Company.

Certain shareholders, representing approximately 37 per cent
of   the   issued  ordinary  share  capital,   have   signed
undertaking to vote in favour of resolutions to approve  the
Proposal.

Details  of  the Proposal, which will require,  inter  alia,
approval  at  an  Extraordinary  General  Meeting,  will  be
announced  shortly  and  a document will  be  despatched  to
shareholders as soon as is practicable.

Background on Grande

Grande,  which  currently controls 13.5%  of  the  Company's
ordinary shares, is an international conglomerate listed  on
the   Hong  Kong  Stock  Exchange  with  a  current   market
capitalisation   of   approximately  HK$913   million.   The
principal  activities  of  Grande  consist  of  the  design,
development,  manufacture and sale of computer  peripherals,
consumer  electronic  products and components,  leisure  and
entertainment  as  well  as  the  distribution  of  consumer
products.

Outlook

In  the Company's interim statement for the six months ended
30  June  1999  made on 2 September 1999 the Company  stated
that the outlook for the second half of the year was looking
more  promising. However, the general uncertainty  resulting
from  the rejection of the capital reorganisation and rights
issue  at  the Extraordinary General Meeting on 3  September
1999,  left the Company unable to reassure external  parties
of  its  long  term future. This has resulted in significant
market and financial pressure on the normal business of  the
Group.  As  a  result the Company is expecting a significant
loss in the second half of 1999.

The  Company  expects  to  see  an  improvement  in  trading
performance  in  2000 upon satisfactory  completion  of  the
Proposal  but  in  the  event  that  the  Proposal  is   not
successfully  completed,  it is extremely  likely  that  the
Company will be unable to continue to trade.


21 December 1999

Enquiries:

Tim Redfern
Beeson Gregory      0171 488 4040