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Johnson Fry Holdings (JFH)

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Monday 06 December, 1999

Johnson Fry Holdings

Legg Mason Offer Declared Wholly Unconditional

Johnson Fry Holdings PLC
6 December 1999

                                                                        
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

                                   
                                    
                         Recommended Cash Offer
                                   by
                       Merrill Lynch International
                              on behalf of
                      Legg Mason (UK) Holdings Plc
              a wholly owned subsidiary of Legg Mason, Inc.
                                   for
                        Johnson Fry Holdings PLC


                   Offer Declared Wholly Unconditional


The  Board  of Legg Mason UK, a wholly owned subsidiary of  Legg  Mason,
announces that by 3.00 p.m. on 3 December 1999 valid acceptances of  the
Offer  had  been received in respect of 13,036,145 Johnson  Fry  Shares,
representing approximately 85.5 per cent. of the issued share capital of
Johnson Fry.

Legg  Mason UK also announces that all remaining conditions of the Offer
have  now been satisfied or, where permitted, waived. Accordingly,  Legg
Mason  UK is pleased to announce that the Offer has been declared wholly
unconditional.

Prior  to  making  the  Offer, Legg Mason UK  had  received  irrevocable
undertakings  to  accept the Offer in respect of 6,561,421  Johnson  Fry
Shares,  representing approximately 43.0 per cent. of the  issued  share
capital of Johnson Fry.  Legg Mason UK has received valid acceptances in
respect  of all these shares.  Prior to making the Offer, Legg Mason  UK
had  also  received  irrevocable undertakings to  accept  the  Offer  in
respect of a further 1,657,899 Johnson Fry Shares over which options had
been  granted, representing approximately 10.9 per cent. of  the  issued
share capital of Johnson Fry.  In addition, these undertakings cover  an
aggregate 360,564 new Johnson Fry Shares, representing approximately 2.3
per  cent. of the fully diluted share capital of Johnson Fry, which  may
be  acquired on the exercise of options while the Offer remains open for
acceptance.   Once  the  relevant options under the  Johnson  Fry  Share
Option  Schemes  have been exercised, these Johnson Fry Shares  will  be
capable of being used to accept the Offer.

As  at  26  August 1999, the date before the commencement of  the  Offer
Period,  neither  Legg  Mason, Legg Mason UK nor  any  party  acting  in
concert  with  Legg  Mason  or Legg Mason UK, owned  or  controlled  any
Johnson  Fry  Shares  or held any options to purchase  any  Johnson  Fry
Shares  or  had entered into any derivative referenced to securities  of
Johnson Fry.  Except as stated above, neither Legg Mason, Legg Mason  UK
nor  any  party acting in concert with Legg Mason or Legg Mason UK,  has
acquired  or  agreed  to  acquire  any  Johnson  Fry  Shares  since  the
commencement of the Offer Period.

Consequently, Legg Mason UK has rights over, or has received valid
acceptances in respect of, 14,694,044 Johnson Fry Shares, representing
approximately 96.4 per cent. of the issued share capital of Johnson Fry.

The  Offer  will remain open for acceptance until further  notice.   All
Johnson  Fry Shareholders who have not yet accepted the Offer are  urged
to  complete  and return their Forms of Acceptance as soon as  possible.
Legg  Mason  UK  will  also shortly be making appropriate  proposals  to
participants in the Johnson Fry Share Option Schemes to the extent  that
such options have not been exercised.

Terms  defined  in the Offer Document, dated 22 October 1999,  have  the
same  meaning  in  this  press  release  unless  the  context  otherwise
requires.

Enquiries:

LEGG MASON                             JOHNSON FRY
Raymond   Mason,  Chairman & Chief     Rebecca Thomas, Chief Executive
Executive Officer                      Telephone: 0171 451 1180
Elisabeth Spector, Senior Vice         
President
Telephone: 00 1 410 539 0000           
                                       
MERRILL LYNCH INTERNATIONAL            
Richard Slimmon                        
Telephone: 0171 628 1000               

Merrill  Lynch  International, which is  regulated  in  the  UK  by  The
Securities and Futures Authority Limited, is acting exclusively for Legg
Mason and Legg Mason UK and for no one else in connection with the Offer
and  will  not be responsible to anyone other than Legg Mason  and  Legg
Mason  UK for providing the protections afforded to customers of Merrill
Lynch International or for giving advice in relation to the Offer.


                                                                                                                       

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