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Johnson Fry Holdings (JFH)

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Monday 15 November, 1999

Johnson Fry Holdings

Legg Mason UK Make Bid for Company

Johnson Fry Holdings PLC
15 November 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


                           Extension of Offer

In  connection  with the recommended cash offer for  the  whole  of  the
issued  share capital of Johnson Fry made by Merrill Lynch International
on behalf of Legg Mason UK, a wholly owned subsidiary of Legg Mason, the
Board  of  Legg Mason UK announces that the Offer is being extended  and
will remain open until 3.00 p.m. on 3 December 1999.

As  at  3.00  p.m. on 12 November 1999, the first closing  date  of  the
Offer,  valid acceptances of the Offer had been received in  respect  of
11,725,309 Johnson Fry Shares, representing approximately 76.9 per cent.
of the issued share capital of Johnson Fry.

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, 13,383,208 Johnson Fry Shares, representing
approximately 87.8 per cent. of the issued share capital of Johnson Fry.

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.

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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