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ISA International (ISA)

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Friday 03 September, 1999

ISA International

Disposal/Interim Results

ISA INTERNATIONAL PLC
3 September 1999

                                                         
              ISA INTERNATIONAL plc ('ISA')
                            
   PROPOSED DISPOSAL OF JOHN HEATH (HOLDINGS) LIMITED
                        ('Heath')
                            &
 INTERIM RESULTS FOR THE SIX MONTHS ENDED 30th JUNE 1999


* The  Board  of ISA INTERNATIONAL plc, the  European
  market  leader in the distribution of electronic office
  supplies, announces the proposed disposal of its wholly-
  owned subsidiary, Heath, to Kaye Office Supplies Limited 
  ('Kaye')

* Heath is the second largest wholesaler of commercial
  stationery  and  office products in the  UK  and  Kaye,
  through  its  subsidiary Kingfield  Wholesale  Supplies
  Limited ('Kingfield'), is the third largest

* ISA  believes the disposal will allow the Group to
  concentrate on its core competencies and exploit the fast
  growth areas of the office consumables market

* The consideration for the disposal is the issue  of
  such number of new ordinary shares in Kaye credited  as
  fully  paid  so  as to represent 47 per  cent.  of  its
  enlarged  issued  share capital and a cash  payment  of
  £520,000.  The ISA holding in the combined business will
  be treated as an associate investment

* In  addition, on completion, ISA will  receive  £19
  million  in cash from Heath by the repayment  of  £16.5
  million of intra-group debt owed by Heath to ISA and  a
  dividend of £2.5 million to ISA

* The  acquisition of Heath by Kaye  is  expected  to
  result in cost savings and integration benefits,  which
  ISA  will  share  in as a result of its  47  per  cent.
  interest in the combined business

* ISA has announced interim results for the six months
  ended 30th June 1999
                                    Interim    Interim
                                       1999       1998
                                               
  Turnover                          £204.9m    £180.2m
  Operating profit                    £3.4m      £3.3m
  Pre-tax profit                      £2.1m      £2.3m
  Earnings per share                   2.6p       3.1p
  Gross profit margin                 19.3%      18.1%

David   Heap,  Chairman  and  Chief  Executive  of   ISA,
commented:

'I  am  delighted that we have reached agreement to  sell
the Heath operation  to Kaye, under a separate management
team,  as this will allow ISA to exploit the fast  growth
areas  of the office consumables market, whilst retaining
the   future  benefits  of  ISA's  participation  in  the
combined business for ISA's shareholders.'

This  summary should be read in conjunction with the full
text  of the following announcement.  The interim results
for  the six months ended 30th June 1999 are set  out  in
full in the Appendix.

Due  to the size of the transaction, there will be an EGM
at 11.00 am on 27th September 1999 to  gain  shareholders'
approval.

For further information, please contact:

ISA                                         0181 614 7814
David Heap, Chairman & Chief Executive

NM Rothschild                               0113 243 4347
David M Forbes

Square Mile Communications                  0171 601 1000
Susan Ellis or Louise Robson

                                       3rd September 1999
                                                         

                  ISA INTERNATIONAL plc
                            
   PROPOSED DISPOSAL OF JOHN HEATH (HOLDINGS) LIMITED
                            &
 INTERIM RESULTS FOR THE SIX MONTHS ENDED 30th JUNE 1999

ISA INTERNATIONAL plc ('ISA'), the European market leader
in   the  distribution  of  electronic  office  supplies,
announces  that it has conditionally agreed to  sell  the
entire issued share capital of Heath, the holding company
of  the  Heath Group, to Kaye.  As consideration for  the
sale  ISA will receive such number of new ordinary shares
in  Kaye,  credited as fully paid, so as to represent  47
per  cent.  of  Kaye's  enlarged  issued  ordinary  share
capital  (equivalent  to 40.2 per cent.  of  the  diluted
share  capital of Kaye, assuming that the maximum  number
of  options  under  the  Kaye share  option  schemes  are
granted  and  exercised) and a cash payment of  £520,000.
On  completion ISA will also receive £19 million in cash,
being the repayment of £16.5 million of intra-group  debt
owed to ISA by Heath and a dividend of £2.5 million.  ISA
will also receive deferred consideration of a maximum  of
£2.1  million  on the sale or flotation of  the  combined
business.

The  combination of Heath and Kaye, the second and  third
largest  UK  wholesalers  of  commercial  stationery  and
office  products respectively, is expected to  result  in
cost  savings  and integration benefits  which  ISA  will
share in as a result of its 47 per cent. interest in  the
combined business.

In  view  of its size, the transaction is conditional  on
the  approval  of  ISA shareholders at  an  extraordinary
general  meeting to be held at 11.00 am on 27th September
1999.   A  circular containing details  of  the  proposed
transaction  and  notice  of  the  extraordinary  general
meeting will be posted to shareholders as soon as possible.

Background to and reasons for the transaction

ISA   has   traditionally  supplied   electronic   office
consumables to both dealer customers and end  users.   In
contrast,  commercial  stationery  wholesalers  such   as
Heath, Kingfield and Spicers Limited supply a wide  range
of  office stationery products to dealers rather than end
users.

In   response  to  an  increasingly  competitive  trading
environment in the stationery office products market, ISA
acquired  Heath from Atapco International Inc.  in  March
1998  in  order  to provide UK customers with  a  product
range which included stationery and other office products
as  well as its traditional consumable electronic  office
supplies.

ISA's  rationale for the acquisition was its belief  that
the  approach  it had traditionally adopted in  supplying
consumable electronic office supplies could be replicated
in  the  wider  stationery  and office  products  market.
Whilst  certain  benefits have indeed resulted  from  the
acquisition, particularly through the ability to offer  a
'one-stop  shop'  service to dealer  customers,  concerns
have arisen amongst some of the Heath group's dealer customers,
who  perceive  a  potential conflict arising  from  ISA's
existing direct selling activities.

Against  this background, ISA has examined  a  number  of
strategic  alternatives and, following  discussions  with
Kaye,  has  concluded  that  the  benefits  that  can  be
achieved  by merging its Heath business with one  of  its
major  competitors exceed the benefits of retaining Heath
as part of the ISA group.

The  board  of  ISA  expects that this  combination  will
result   in  significant  cost  savings  and  integration
benefits,  although the full extent of these benefits  is
not  expected to be realised for at least 18 months.   In
order  to  allow  ISA  to maximise  its  share  of  these
benefits,  the  board believes that it  is  essential  to
retain an equity interest in the combined business.   ISA
expects   short-term  dilution  in  earnings  per   share
reflecting  the costs of integrating the Heath  and  Kaye
businesses  until  such time as the  benefits  are  fully
realised.

In  order  to  facilitate investment and  growth  in  the
combined  business  in the initial period  following  the
transaction,  no dividends will be declared  or  paid  by
Kaye  from  completion  of  the  transaction  until   the
financial year commencing 1 January 2001.  Thereafter, an
annual dividend will be declared and paid representing in
total  40  per cent. of the combined business's  adjusted
post-tax profits.

The  principal shareholders of Kaye have agreed that they
will  work towards the sale or flotation of the  combined
business  around 2003 in order to allow them  to  realise
their investment.

The  board  believes that the transaction will allow  the
ISA  group to exploit the fast growth areas of the office
consumable  market  whilst  still  participating  in  the
benefits of the combined business as described above.

Management of the combined business

Jeff  Hewson joined the board of ISA in November 1998  to
bring  his extensive experience in the US stationery  and
office products market to bear on the Heath business.  In
particular, he was credited with developing the  strategy
that  took  United  Stationers, Inc from  a  turnover  of
US$900   million   to   US$2   billion   including    the
consolidation of two US$400 million mergers with  similar
product  and operational characteristics to the  combined
business.    Jeff  Hewson  has  agreed  to   apply   this
invaluable   experience  to  the  combined  business   by
accepting   the  role  as  Chairman  of  Kaye   following
completion.   Accordingly, Jeff Hewson will  resign  from
the board of ISA at that time.

Following completion, the board of the combined  business
will  also  include  the  Kaye  management  as  executive
directors and David Heap, Hans Fristedt and John  Forster
(a Bay Industrial Holdings Limited representative) as non-
executive directors.  3i Group plc will retain the  right
to appoint a non-executive director to the board of Kaye,
but has indicated that it has no present intention to  do
so.

Information on the Heath group

The  Heath  group  is  the second largest  wholesaler  of
commercial stationery and office products in the UK based
on  turnover  and  is one of only three such  wholesalers
operating on a national basis in the UK.  The Heath group
is  the  only  UK  member of Euro Buro, a large  European
office products buying group.

The  Heath  group  acts as a wholesaler and  distributor,
buying  from  stationery and office product manufacturers
in   bulk  and  distributing  to  independent  commercial
stationers and retailers.  It does not supply directly to
end   users.    The  Heath  group  has  a   database   of
approximately  4,000 active customers.  It sells its products 
mainly through a combination  of  field  sales and  telesales  
nationwide, supported by two annual catalogues and a number 
of direct mailings  that are published and produced for its  
dealer customers.   These catalogues cover over  13,000  
product lines.

As  at  31st  December  1998, the  Heath  group  employed
approximately 700 people across a network of  13  service
centres, 12 in the UK and one in Dublin.

For  the year ended 31st December 1998, Heath's financial
statements  reported turnover of £108.67  million  (1997:
£101.81  million)  and profit before  taxation  of  £1.07
million  (1997: £2.94 million) after exceptional  charges
of £1.57 million (1997: £1.26 million) and profits on the
disposal  of  a subsidiary of nil (1997: £3.57  million).
As  at  31 December 1998, Heath had net assets of  £10.79
million (1997: £8.85 million).

Since  1st  January 1999, Heath has achieved  a  material
increase  in turnover when compared with the same  period
last  year  have  which has more than compensated  for  a
slight  decline in gross margin percentage and  increased
overheads   caused   by  specific  customer   outsourcing
projects and the closure of two distribution centres.

Information on Kaye and Kingfield

Kaye is a holding company whose principal investment  and
operating  company is Kingfield.  Kingfield is the  third
largest  wholesaler of commercial stationery  and  office
products  in  the UK based on turnover.  Since  September
1997, Kingfield has been a member of Inter ACTION Connect
S.A.,  a  European  alliance  of  eight  wholesalers  and
distributors.

Kingfield  acts  as a wholesaler and distributor,  buying
from  stationery and office product manufacturers in bulk
and distributing to independent commercial stationers and
retailers,  who  in  turn  supply  corporate  and   small
business   end  users.   Kingfield  has  a  database   of
approximately  2,500  active  customers.   It  sells  its
products through telesales, direct mailings and an annual
catalogue that covers approximately 16,000 product lines.

As    at   31st   December   1998,   Kingfield   employed
approximately  570 people in seven depots (including  two
regional distribution centres) in the UK.

The principal shareholders in Kaye include Bay Industrial
Holdings   Limited  (which  comprise  the   Kaye   family
interests), 3i Group plc and Kaye senior management.

For  the  year  ended 31st December 1998,  Kaye  achieved
turnover  of  £80.68 million (1997: £70.87  million)  and
profit  before  taxation of £1.75  million  (1997:  £0.83
million).  As at 31st December 1998, Kaye had net  assets
of £5.73 million (1997: £4.92 million).

Since  1st  January  1999, turnover has  been  materially
ahead of the comparative period for the previous year and
gross    margins    have    been   broadly    maintained.
Consequently, the Kaye directors have stated that trading
performance to date is materially better than last year.

It is intended that at completion Kaye will pay a dividend 
of £0.42 million, representing its shareholders' entitlement 
to  dividends for  the  current  year pro-rated for the 
period  up  to completion.

Kaye  has  arranged borrowing facilities for the combined
business  of  a maximum of £42 million to cover  existing
indebtedness in Heath and Kingfield, amounts  payable  to
ISA as part of the transaction and to cover seasonal cash
flow requirements.

Summary and prospects

The  development  of  a  'one  stop  shop'  offering   of
traditional   office  products  and   electronic   office
consumables  within  Heath following its  acquisition  in
March  1998 has been successful.  However, the new  board
now believe it will be difficult to fully realise all the
benefits  anticipated at the time of the acquisition  and
that  the Heath business should be sold to Kaye,  one  of
its  major  competitors.  ISA will retain a 47 per  cent.
interest  in  this separately managed operation  for  the
benefit of its shareholders.

Following  the disposal of Heath, the Group will  benefit
from  being  able  to  focus  on  its  direct  operations
supported  by  the  advantages derived from  the  trading
volumes  generated by its continuing electronic office consumable 
wholesale activities across Europe.  The board looks forward to 
the challenges facing the Group over the next six months.

Commenting  on  the  disposal, David Heap,  Chairman  and
Chief Executive said:

'I  am  delighted that we have reached agreement to  sell
the Heath operation to Kaye, under  a separate management
team,  as this will allow ISA to exploit the fast  growth
areas  of  the office consumable market whilst  retaining
the   future  benefits  of  ISA's  participation  in  the
combined business for ISA's shareholders.'


For further information, please contact:

ISA                                         0181 614 7814
David Heap, Chairman & Chief Executive

NM Rothschild                               0113 243 4347
David M Forbes

Square Mile Communications                  0171 601 1000
Susan Ellis or Louise Robson


                   Expected Timetable

Extraordinary general meeting of ISA 
to approve the transaction            27th September 1999

Extraordinary general meeting of Kaye 
to approve the transaction            30th September 1999

Estimated date of completion          30th September 1999
                            
                            
                        Appendix
                            
                  ISA INTERNATIONAL plc
                            
 Interim results for the six months ended 30th June 1999

Chairman's statement

The  first half of 1999 has been a difficult one for  ISA
but we have continued to work hard at increasing margins,
and  the overall trading performance of the Group  is  in
line with expectations.

The  Group  also  announces that it has  entered  into  a
conditional  agreement to sell Heath to Kaye  for  £19.52
million  in cash and a 47 per cent. shareholding  in  the
combined business.

The  future  benefits  arising from combining  these  two
businesses are expected to be material and will allow the
Group  to concentrate more fully on its other activities.
ISA's  share  of  the  future  results  of  the  combined
business will be included in the Group's profit and  loss
account as an associate company.

Financial results

Total  Group turnover for the six months ended 30th  June
1999   was   £204.9   million  (1998:  £180.2   million),
representing an increase of 13.7 per cent.

At the time of our AGM statement in May, I commented that
steps  were  being  taken to increase  our  gross  profit
margin and this has risen to 19.3 per cent. in the  first
half of this year (1998:18.1 per cent).  The gross profit
margin excluding the results of Heath was 17.3 per  cent.
compared  with 16.7 per cent. last year, and a number  of
initiatives are expected to improve gross margins further
over the next twelve months.

Total  operating profit increased slightly by 3 per cent.
to  £3.4 million (1998: £3.3 million).  Profit before tax
fell to £2.1 million (1998: £2.3 million) after increased
interest costs arising from the acquisition of Heath.

Earnings per share reduced to 2.6p (1998: 3.1p).

Operating review

Turnover  in our Direct operations rose by 4.7 per  cent.
to £73.3 million (1998: £70.0 million), with increases in
Germany, Norway and Sweden, offset by falls in France and
Austria  with  the UK being largely comparable  with  the
previous year.

Turnover in our Wholesale operations, which includes  our
Retail  and Export operations, rose by 19.4 per cent.  to
£131.6   million   (1998:  £110.2   million).    Turnover
excluding  Heath fell by approximately  5per  cent  as  a
result  of  lower dealer volumes offset by higher  retail
sales.

A  reduction  in  the level of overheads,  together  with
ongoing improvements in working capital, continues to  be
a priority.

In  May  1999,  Priority Fulfilment Services  Europe,  BV
('PFS'),   a   wholly   owned  subsidiary   of   Daisytek
Incorporated,  was appointed to handle our warehouse  and
logistics operation in Germany.  The agreement with  PFS,
which  specialises in this field, will allow  our  German
division   to   concentrate  on   expanding   its   sales
performance in the German market.

The  introduction of a new executive share option  scheme
for  approximately 160 senior employees in March has been
very  well  received, and we are also  extremely  pleased
with  the  interest shown by employees in the Group  wide
Save As You Earn Share Option Scheme launched in June.

Dividend

The  Board  did  not  recommend a final  dividend  in
respect  of the year ended 31st December 1998 in view  of
the  challenges  faced  by  the  Group.   The  Board  has
reviewed the interim results and does not consider it  is
yet  appropriate to recommence the payment  of  dividends
and  has not therefore declared a dividend in respect  of
the six months ended 30th June 1999.  The future dividend
policy  will  remain under review in  the  light  of  the
proposed  disposal of Heath and the future  prospects  of
the Group.

Prospects

The  development  of  a  'one  stop  shop'  offering   of
traditional   office  products  and   electronic   office
consumables  within  Heath following its  acquisition  in
March  1998 has been successful.  However, the new  Board
now believe it will be difficult to fully realise all the
benefits  anticipated at the time of the acquisition  and
that  the Heath business should be sold to Kaye,  one  of
its  major competitors.  The Group will retain a  47  per
cent.  interest in this separately managed operation  for
the benefit of ISA's shareholders.

Following  the disposal of Heath, the Group will  benefit
from  being  able  to  focus  on  its  Direct  operations
supported  by  the  advantages derived from  the  trading
volumes  generated by its continuing electronic office 
consumable wholesale activities across Europe.

Trading  results in July have been adversely affected  by
costs  relating  to  the consolidation  of  our  European
operations.    Otherwise  the  Group's  performance   has
reflected   the  anticipated  downturn  caused   by   the
traditional   holiday   season.    Consequently   it   is
difficult,   at  this  stage,  to  draw  any   meaningful
conclusions  about  the trading outcome  for  the  second
half.

The results for the Group for the year ending 31st December 
1999 (including the relevant portion of   the  results of 
the combined Kaye and Heath business for the period between 
completion  of the sale of Heath and the year  end)  will
reflect  the  re-organisation  of  the  Group's  European
operations  as  well as the costs of integration  of  the
Heath  and Kingfield business, which is expected to  give
rise  to short-term dilution in earnings per share  until
such time as the benefits are realised.

However,  the conclusion of negotiations on the  sale  of
Heath  and  the  improved  clarity  of  our  distribution
channels  should allow management to move the  continuing
ISA Group forward.

We  look forward to the challenges facing the Group  over
the next six months.

David Heap
Chairman & Chief Executive
                                         3rd September 1999


ISA INTERNATIONAL plc

Group profit & loss account        Unaudited        Unaudited       Audited
                                 6 months to      6 months to  12 months to
                                   30th June        30th June 31st December
                                        1999             1998          1998
                                        £000             £000          £000
                                                    
Turnover                             204,912          180,167       385,269
Cost of sales                       (165,330)        (147,580)     (314,205)
                                    --------         --------      --------
Gross profit                          39,582           32,587        71,064
Overheads                            (35,975)         (29,177)      (63,856)
Exceptional items                          -                -        (1,785)
                                    --------         --------      --------
                                       3,607            3,410         5,423
Amortisation of goodwill                (221)            (131)         (355)
Operating profit                       3,386            3,279         5,068
Interest (net)                        (1,318)          (1,007)       (2,349)
                                    --------         --------      --------
Profit before taxation                 2,068            2,272         2,719
Tax                                     (682)            (750)       (1,004)
                                    --------         --------      --------
Profit after taxation                  1,386            1,522         1,715
Dividends                                  -             (537)         (537)
                                    --------         --------      --------
Retained profit                        1,386              985         1,178
                                    --------         --------      --------   
Earnings per ordinary share                                   
Basic                                   2.6p             3.1p          3.4p
Before exceptional items                2.6p             3.1p          5.8p
Fully diluted                           2.4p             2.9p          3.1p
Dividend per ordinary share                -            1.01p         1.01p


Summarised group balance sheet     Unaudited        Unaudited       Audited
                                   30th June        30th June 31st December
                                        1999             1998          1998
                                        £000             £000          £000
Fixed assets                                                  
Tangible assets                       10,975           13,347        12,695
Goodwill                               8,358            8,343         8,660
Investments                                -              126             -
                                    --------         --------      --------
                                      19,333           21,816        21,355
                                    --------         --------      --------
Working capital                                     
Stocks                                27,269           27,953        37,759
Debtors due within one year           67,784           65,686        67,835
Creditors  due  within   one                        
year (excluding borrowings)          (49,192)         (58,530)      (61,086)
                                    --------         --------      --------
                                      45,861           35,109        44,508
                                    --------         --------      --------   
                                                
Net cash and bank                    (16,798)          (9,168)      (18,479)
Loans and  hire purchase 
obligations                          (17,639)         (18,335)      (17,953)
Deferred taxation                       (387)            (847)         (406)
                                    --------         --------      --------
                                      30,370           28,575        29,025
                                    --------         --------      --------   
Capital and reserves                                
Share capital and share    
premium account                       15,599           15,598        15,599
Shares to be issued                    3,976            3,976         3,976
Reserves                              10,795            9,001         9,450
                                    --------         --------      --------
                                      30,370           28,575        29,025
                                    --------         --------      --------   

                                                
Reconciliation of movements in                                
shareholders' funds                Unaudited        Unaudited       Audited
                                 6 months to      6 months to  12 months to
                                   30th June        30th June 31st December
                                        1999             1998          1998
                                        £000             £000          £000
                                                    
Retained  profit for the period        1,386              985         1,178
New share capital issued                   -           12,504        12,505
New  share  capital to be issued           -            3,976         3,976
Goodwill write off                         -                -           227
Translation differences on foreign                          
currency net investments                 (41)            (186)         (157)
                                    --------         --------      --------
Net addition to          
shareholders' funds                    1,345           17,279        17,729
Opening shareholders' funds           29,025           11,296        11,296
                                    --------         --------      --------
Closing shareholders' funds           30,370           28,575        29,025
                                    --------         --------      --------

Summarised group cash flow         Unaudited        Unaudited       Audited
statement                        6 months to      6 months to  12 months to
                                   30th June        30th June 31st December
                                        1999             1998          1998
                                        £000             £000          £000
                                                              
Net cash inflow (outflow)                                     
from operating activities
Operating profit before goodwill       3,607            3,279         5,423
Depreciation                           1,751            1,471         3,390
Increase in working capital             (976)          (1,448)       (7,290)
                                    --------         --------      --------
                                       4,382            3,302         1,523
                                    --------         --------      --------   
Returns on investment and     
servicing of finance                  (1,746)            (880)       (1,795)
                                    --------         --------      --------   
                                                
Taxation paid                           (459)            (417)       (2,132)
                                    --------         --------      --------   
Capital expenditure and                             
financial investment
Purchase of tangible fixed assets     (1,345)          (2,012)       (3,710)
Sale of tangible fixed assets          1,255              189           689
                                    --------         --------      --------
                                         (90)          (1,823)       (3,021)
                                    --------         --------      --------   
Acquisitions                                        
Purchase of subsidiary undertakings      (68)          (1,004)       (3,807)
Net cash acquired with             
subsidiary undertakings                    -              733           763
Repayment of acquired debt                 -          (16,500)      (16,500)
                                    --------         --------      --------
                                         (68)         (16,771)      (19,544)
                                    --------         --------      --------
Equity dividends paid                      -             (939)       (1,477)
                                    --------         --------      --------
Net cash inflow (outflow)        
before financing                       2,019          (17,528)      (26,446)
                                                    
Financing                                           
New loan                                   -           16,500        16,500
Repayment of amounts borrowed              -             (350)         (445)
Capital element of hire           
purchase payments                       (330)            (251)         (579)
                                    --------         --------      --------
                                        (330)          15,899        15,476
                                    --------         --------      --------
Increase (decrease) in cash     
in the period                          1,689           (1,629)      (10,970)
                                    --------         --------      --------

Analysis of movement in net        Unaudited        Unaudited       Audited
debt                             6 months to      6 months to  12 months to
                                   30th June        30th June 31st December
                                        1999             1998          1998
                                        £000             £000          £000
                                                    
Balance at beginning of period       (36,432)          (8,516)       (8,516)
Increase (decrease) in cash      
in the period                          1,689           (1,629)      (10,970)
Cash outflow from decrease in debt       330              601         1,024
New loans                                  -          (16,500)      (16,500)
New hire purchase contracts              (14)          (1,312)       (1,319)
Effect of foreign exchange            
rate changes                             (10)            (147)         (151)
                                    --------         --------      --------
Balance at end of period             (34,437)         (27,503)      (36,432)
                                    --------         --------      --------

Notes to the financial information

1. The interim financial information has been prepared
   on  the basis of the accounting policies set out in the
   1998 statutory accounts.

2. The  taxation charge is calculated by applying  the
   directors' best estimate of the annual effective tax rate
   to the profit for the period.

3. The  calculation of earnings per ordinary share  is
   based on the profit after taxation of £1,386,000 (1998:
   £1,522,000)  and on 53.2 million (1998:  48.7  million)
   ordinary  shares being the weighted average  number  of
   shares in issue during the period.  The calculation  of
   fully  diluted earnings per ordinary share assumes  the
   issue of the maximum number of shares under the terms of
   the  acquisition  of John Heath (Holdings) Limited  and  
   the    dilutive effect of outstanding share options.

4. A statement of total recognised gains and losses is
   not  included as there have been no material  movements
   other than those reported in the Profit and Loss account
   and the translation differences on foreign currency net
   investments shown in the Reconciliation of Movements in
   Shareholders' Funds.

5. There  have been no discontinued operations in  the
   six months ended 30th June 1999.

6. The  preceding  financial  information  does   not
   constitute statutory accounts as defined in Section 240
   of the Companies Act 1985.  The financial information for
   the year to 31st December 1998 is based on the statutory
   accounts for that year.  These accounts, upon which the
   auditors issued an unqualified opinion, and which did not
   contain  any  statement under  237(2)  or  (3)  of  the
   Companies Act 1985, have been delivered to the Registrar
   of Companies.


                                                                                            

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