Brewin Dolphin Holdings PLC
5 June 2000



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


         BREWIN DOLPHIN ACQUISITION AND PLACING
                  TO RAISE £12 MILLION

Brewin  Dolphin Holdings PLC ('Brewin Dolphin'),  one  of
the  U.K.'s  leading portfolio managers and  stockbrokers
has,  through  its  subsidiary Brewin Dolphin  Securities
Limited, agreed conditionally to acquire all the business
and  assets  of  Hill Osborne & Co, the well  established
stockbroking  partnership  with  branches  in  Leicester,
Lincoln, Scarborough, Bradford and Norwich. Completion of
the acquisition is scheduled for 11th August 2000.

The consideration for the acquisition will be in cash and
shares  in  Brewin Dolphin Securities Limited:  the  cash
amount  will be £5 million together with an amount  equal
to  net  assets at completion. Under a separate agreement
the Hill Osborne & Co partners may exchange the shares in
Brewin Dolphin Securities Limited received as part of the
consideration for £10 million, of which £7.5 million will
be  paid  in  fully  paid 1p Ordinary  shares  in  Brewin
Dolphin  Holdings PLC with the remainder in  loan  notes.
Additional deferred consideration of up to a further  £15
million  is  payable in Brewin Dolphin shares in  January
2004  subject  to the achievement of certain  performance
targets  over  the three financial years  commencing  1st
October 2000.

It  is  intended  that the cash element  of  the  initial
consideration will be funded by a placing ('the Placing')
of  up to 7,164,182 million new ordinary shares for  cash
to  raise up to £12 million. Of the amounts raised in the
placing  £7.5  million  will  be  used  to  finance  this
acquisition,  £2.5  million will be utilised  to  satisfy
deferred  consideration payments due in  respect  of  the
acquisition of Broadbridge which was announced on 6 April
2000 and the remainder will be used for general corporate
purposes.  The  Placing  is  being  arranged  by   Brewin
Dolphin's  broker HSBC who have agreed to use  reasonable
endeavours  to  procure  placees  for  the  new  ordinary
shares.

Hill  Osborne  &  Co.  is a member of  the  London  Stock
Exchange and celebrated its 100th anniversary last  year.
In its financial year to April 2000 the partnership had a
turnover  of £8 million with adjusted pre-tax profits  of
£2 million. Net assets to be acquired are estimated at £1
million. Funds under management were £1.5 billion.

John  Strange, Senior Partner of Hill Osborne & Co. said:
'Becoming  part of a larger group will bring considerable
benefits to all our clients. Hill Osborne's operation  in
the North and East fits perfectly with Brewin Dolphin and
the  combination  of  our two firms  creates  a  powerful
operation  capable  of  meeting the  growing  demand  for
private client stockbroking services.'

John  Hall, Managing Director of Brewin Dolphin said:  'I
am delighted that the partners of Hill Osborne & Co. have
decided  to  join us and look forward to welcoming  them,
their  staff  and  their clients to  the  Brewin  Dolphin
group.  Hill  Osborne  & Co. is a  well  established  and
highly regarded partnership and I am confident that  they
will  fit  in  well, both culturally and  geographically,
with  our  existing business. The acquisition will  bring
our total branch network up to 31 offices.'

Application has been made to the UK Listing Authority for
the  new  ordinary shares to be issued  pursuant  to  the
Placing  to be admitted to the Official List and  to  the
London  Stock Exchange for the shares to be  admitted  to
trading on the London Stock Exchange. It is expected that
admission will take place and dealings will commence on 6
June 2000. The placing shares will rank pari passu in all
respects  with Brewin Dolphin's existing ordinary  shares
in issue.

Enquiries to:

John Hall                     Bob Gregory
Brewin Dolphin Holdings PLC   Bell Pottinger Financial
020 7248 4400                 020 7353 9203

John Strange
Hill Osborne & Co
0116 2420700


HSBC  Investment  Bank PLC, which  is  regulated  in  the
United  Kingdom  by the Securities and Futures  Authority
Limited, is acting exclusively for Brewin Dolphin and for
no-one else in connection with the Placing and as sponsor
in  connection with the applications for admission to the
official list and to trading on the London Stock Exchange
of  the  placing  shares and will not be  responsible  to
anyone   other   than   Brewin  Dolphin   for   providing
protections afforded to customers of HSBC Investment Bank
PLC  nor  for providing advice in relation to the Placing
or  in relation to the contents of this press release  or
any transaction or arrangement referred to herein.