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Kelsey Industries. (KLSY)


Thursday 10 February, 2000

Kelsey Industries.

Henkel Loctite Offer Wholly Unconditional

Kelsey Industries PLC
10 February 2000

Not  for  release, publication or distribution in or into  the
United States, Canada, Australia or Japan.

                   RECOMMENDED CASH OFFER BY
              Henkel Loctite Investments Limited
                 a wholly owned subsidiary of
                          HENKEL KGaA
                     KELSEY INDUSTRIES PLC

Offer Unconditional in all Respects and Kelsey Shares delisted

The  Boards of Henkel Loctite Investments Limited ('HLI')  and
Henkel  KGaA  ('Henkel')  are pleased  to  announce  that  the
Ordinary  Offer has today been declared unconditional  in  all
respects  and will remain open until 3.00 p.m. on 24  February
2000,  all conditions to the Offer having been waived or fully

By  3.00  p.m.  on 9 February 2000, valid acceptances  of  the
Ordinary  Offer had been received in respect  of  a  total  of
2,801,452    Ordinary   Shares,   representing   approximately
96.00  per  cent.  of  the issued ordinary  share  capital  of

The   Preference   Offer   has  also   today   become   wholly
unconditional and remains open until 3.00 p.m. on 24  February

Immediately  prior to the announcement of  the  Offers  on  22
December 1999, the directors of Kelsey who own Ordinary Shares
irrevocably undertook, together with their immediate  families
and  related trusts, to accept (or procure the acceptance  of)
the  Ordinary Offer in respect of their holdings amounting  to
1,750,386 Ordinary Shares, representing approximately  60  per
cent.  of Kelsey's issued ordinary share capital. HLI has  now
received valid acceptances in respect of all of these Ordinary

Save as disclosed above, neither HLI, nor any person acting in
concert  with  HLI,  held any Ordinary  Shares  or  Preference
Shares  (or rights over such shares) immediately prior to  the
commencement  of  the offer period on 15  November  1999  (the
'Offer Period') nor has any such person since the commencement
of  the  Offer  Period, acquired, or agreed  to  acquire,  any
Ordinary  Shares  or Preference Shares (or  rights  over  such

The  consideration  payable to accepting holders  of  Ordinary
Shares and Preference Shares will be dispatched within 5  days
of  9 February in respect of acceptances received by that date
which are valid and complete in all respects and within 5 days
of  the date of receipt of further acceptances which are valid
and complete in all respects.

Kelsey  has  made  an application for the  de-listing  of  the
Ordinary  Shares  and Preference Shares conditional  upon  the
issue  of this announcement and the de-listing of the Ordinary
Shares  and  Preference Shares is expected to take  effect  as
soon as practicable following this announcement.

Heinrich Gruen, Senior Vice President, Engineering Adhesives of
Henkel said:

'We are delighted with the result of the Offer and I encourage
those shareholders who have not already done so to accept  our
Offers as soon as possible.'

Terms defined in the Offer Document dated 17 January 2000 have
the same meanings when used herein unless the context requires


Henkel KGaA
Jakob   Lux,   Vice  President  in  Corporate   Communications
+ 49 211 797 3533
Magdalena  Moll, Investor Relations
+ 49 211 797 3937

J.P. Morgan
+ 44 207 325 4169
Nikolai Ahrens, Vice President
Patrick Magee, Vice President

J.P. Morgan, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, is acting for Henkel
and Henkel Loctite Investments Limited and for no one else in
connection with the Offer and will not be responsible to
anyone other than Henkel and Henkel Loctite Investments
Limited for providing the protections afforded to customers of
J.P. Morgan nor for providing advice in relation to the Offer.


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