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Thursday 02 September, 1999

Tomkinsons PLC

Rec.Offer/Gaskell Intms-Pt.1.

TOMKINSONS PLC
2 September 1999

PART 1

 Not for release, publication or distribution in, into or from
              the US, Canada, Australia or Japan

                          Gaskell PLC
    £12m recommended offer by N M Rothschild & Sons Limited
                      for Tomkinsons plc
and Gaskell's Interim Statement for the half year ended 2 July
                             1999

     The  boards of Gaskell and Tomkinsons announce the terms
 of a £12.2 million recommended offer, to be made by Rothschild
 on  behalf of Gaskell, to acquire the whole of the issued and
 to be issued share capital of Tomkinsons.

     The  Offer values each Tomkinsons Share at 180p and  the
 whole  of the existing issued share capital of Tomkinsons  at
 approximately £11.7m based on a Closing Price of  116.5p  per
 Gaskell Share on 1 September 1999 (the latest practicable date
 before this announcement).

     The  Offer is being made on the basis of 20 Offer Shares
 and  £29  in cash for every 29 Tomkinsons Shares.  The  Offer
 includes a Mix and Match Election and a Loan Note Alternative
 for the cash element.

     The  Offer represents a premium of approximately 19  per
 cent.  to the average Closing Price of a Tomkinsons Share  of
 150.8p for the 30 business days prior to 8 March 1999 (the day
 prior to the announcement by the board of Tomkinsons that  it
 was  in discussions which may or may not lead to an offer for
 Tomkinsons) and a premium of 10 per cent. to the Closing Price
 of 163.5p per Tomkinsons Share on  8 March 1999.

      Gaskell  has  received  irrevocable  undertakings   and
 statements of intention to accept the Offer from the directors
 and  certain other shareholders of Tomkinsons in  respect  of
 3,649,926   Tomkinsons  Shares  in  aggregate,   representing
 approximately  56.4  per  cent. of Tomkinsons'  issued  share
 capital.

     Full  acceptance of the Offer, assuming exercise of  all
 outstanding options under the Tomkinsons Share Option Schemes
 which  are exercisable upon the Offer becoming unconditional,
 would  result  in the issue of up to 4,681,544 Offer  Shares,
 representing approximately 19 per cent. of the issued ordinary
 share capital of Gaskell (as enlarged by the Acquisition  and
 assuming no exercise of options under the Gaskell Share Option
 Scheme), and the payment of cash consideration of up to £6.8m
 (assuming  no Tomkinsons Shareholders take up the  Loan  Note
 Alternative).

     Gaskell  today announces its results for the  half  year
 ended  2 July 1999, further details of which are set  out  in
 Part 2 of this document.

     The Offer Shares to be issued pursuant to the Offer will
 be  issued credited as fully paid.  They will rank pari passu
 in  all respects with the existing Ordinary Shares, including
 the  right  to  receive all dividends and other distributions
 declared, made or paid on or after the date hereof, save that
 they  will  not  rank for the interim dividend  of  1.4p  per
 Gaskell Share in respect of Gaskell's current financial  year
 which was announced today.

     Upon  the  Offer becoming unconditional in all respects,
 Michael Hield, the current Chief Executive of Tomkinsons, and
 Lowry Maclean, Non-executive Chairman of Tomkinsons, will  be
 joining the board of the Enlarged Group as Chief Executive and
 a Non-executive Director respectively.

     Upon  the  Offer becoming unconditional in all respects,
 Gary Stokes will become Managing Director of Tomkinsons, which
 will  then  be a subsidiary of Gaskell, and Jeremy  Lancaster
 will resign from the board of Tomkinsons.

     The  Directors  believe that expansion  of  the  Group's
 product  range  and the achievement of greater critical  mass
 through  the  acquisition of another leading  player  in  the
 carpet manufacturing industry will increase Gaskell's share of
 certain key existing markets and facilitate the penetration of
 new  sectors  and  will  thus be  beneficial  to  the  future
 development of the Group.

     The  Directors believe that Tomkinsons is  an  extremely
 good  fit  with Gaskell and that the Acquisition provides  an
 opportunity for Gaskell to take a significant step forward in
 the continued expansion of its business.

     The Offer is conditional, inter alia, on the approval of
 Gaskell Shareholders at an Extraordinary General Meeting.

    The board of Gaskell is being advised by N M Rothschild &
 Sons Limited in relation to the Offer.

     The  board  of  Tomkinsons  is  being  advised  by  KPMG
 Corporate Finance in relation to the Offer.

     This  summary  should  be read in conjunction  with  the
 attached full announcement of the Offer.

Enquiries:

Ted Andrew               Lowry Maclean
Chairman                 Chairman
Richard Hopkin           Mike Hield
Finance Director         Chief Executive
Gaskell PLC              Tomkinsons plc
Tel: 01282 778027        Tel: 01562-820006

Paul Simpson             Charles Cattaneo
Roger Hemming            Colin Graham
N  M  Rothschild & Sons  KPMG Corporate Finance
Limited            
Tel: 0161-827 3800       Tel: 0121-232 3000

Ian Hunter               Andy Yeo
Citigate Dewe Rogerson   Buchanan Communications
Tel: 0121-631 2299       Tel: 0171-466 5000

(i)  This  announcement  does  not  constitute  an  offer   or
     invitation to purchase any securities.
(ii) The  Offer  Document  will be posted  in  due  course  to
     Tomkinsons  Shareholders and, for  information  only,  to
     Gaskell Shareholders.
(iii)The full text of the conditions
     and  certain  further  terms of  the  Offer  set  out  in
     Appendix  I  form part of, and should be read with,  this
     announcement.
(iv) Appendix  II  contains definitions of the terms  used  in
     this announcement.
(v)  The making of the Offer and the availability of the Offer
     Shares  and  Loan  Notes to persons not resident  in  the
     United  Kingdom,  or  who  are  citizens,  residents   or
     nationals of jurisdictions outside the United Kingdom, or
     who  are nominees of, or custodians or trustees for,  any
     such  person may be affected by the laws of the  relevant
     overseas  jurisdictions.   Such  persons  should   inform
     themselves about and observe any applicable requirements.
(vi) The Offer will not be made, directly or indirectly, in or
     into,  or  by  use  of the mails or any  other  means  or
     instrumentality (including, without limitation, facsimile
     transmission,  telex  or  telephone)  of  interstate   or
     foreign  commerce of, or any facilities of  a  securities
     exchange  of, the US, or in or into Canada, Australia  or
     Japan  and will not be capable of acceptance by any  such
     use,  means, instrumentality or facilities or from within
     the  US, Canada, Australia or Japan.  Accordingly, copies
     of  this  announcement are not being mailed or  otherwise
     distributed  or sent in or into or from the  US,  Canada,
     Australia   or   Japan   and   persons   receiving   this
     announcement   (including   custodians,   nominees    and
     trustees) must not distribute or send it in, into or from
     the  US,  Canada,  Australia  or  Japan.   Doing  so  may
     invalidate any purported acceptance of the Offer.
(vii)N  M Rothschild & Sons Limited,
     which   is  regulated  in  the  United  Kingdom  by   The
     Securities  and  Futures  Authority  Limited,  is  acting
     exclusively for Gaskell PLC and no one else in connection
     with  the Offer and the other matters referred to  herein
     and  will not be responsible to anyone other than Gaskell
     PLC   for  providing  the  protections  afforded  to  its
     customers  or  for providing advice in  relation  to  the
     Offer and the other matters referred to herein.
(viii) KPMG   Corporate  Finance,   a
     division  of  KPMG  which  is  authorised  to  carry   on
     investment  business  in  the  United  Kingdom   by   the
     Institute of Chartered Accountants in England and  Wales,
     is  acting exclusively for Tomkinsons plc and no one else
     in  connection with the Offer and will not be responsible
     to  anyone  other than Tomkinsons plc for  providing  the
     protections  afforded to its customers or  for  providing
     advice in relation to the Offer.
(ix) N  M  Rothschild & Sons Limited has approved the contents
     of  this  announcement  as  an  investment  advertisement
     solely  for  the purpose of section 57 of  the  Financial
     Services Act 1986.

 Not for release, publication or distribution, in into or from
              the US, Canada, Australia or Japan

                          Gaskell PLC
    £12m recommended offer by N M Rothschild & Sons Limited
                      for Tomkinsons plc
and Gaskell's Interim Statement for the half year ended 2 July
                             1999

1.   Introduction
     The  boards of Gaskell and Tomkinsons announce the  terms
     of  a  £12.2  million recommended offer, to  be  made  by
     Rothschild on behalf of Gaskell, to acquire the whole  of
     the issued and to be issued share capital of Tomkinsons.

     The  Offer values each Tomkinsons Share at 180p  and  the
     whole  of the existing issued share capital of Tomkinsons
     at  approximately £11.7 million, based on a Closing Price
     of  116.5p  per  Gaskell Share on 1 September  1999  (the
     latest practicable date before this announcement).

     The  Offer represents a premium of approximately  19  per
     cent.  to the average Closing Price of a Tomkinsons Share
     of  150.8p for the 30 business days prior to 8 March 1999
     (the  day  prior  to the announcement  by  the  board  of
     Tomkinsons  that it was in discussions which may  or  may
     not lead to an offer for Tomkinsons) and a premium of  10
     per  cent.  to the Closing Price of 163.5p per Tomkinsons
     Share on 8 March 1999.

     Gaskell has received binding irrevocable undertakings  to
     accept  the  Offer from the directors and  certain  other
     shareholders   of  Tomkinsons  in  respect   of   201,443
     Tomkinsons     Shares    in    aggregate,    representing
     approximately 3.1 per cent. of Tomkinsons'  issued  share
     capital.   The  terms  of these irrevocable  undertakings
     require  acceptance of the Offer even in the event  of  a
     competing offer for Tomkinsons from a third party.

     Certain  other Tomkinsons Shareholders have given binding
     irrevocable undertakings to accept the Offer  in  respect
     of  1,355,576 and 922,907 Tomkinsons Shares, representing
     approximately  20.9  and 14.3 per cent.  respectively  of
     Tomkinsons'  issued  share capital.   These  undertakings
     will  cease  to be binding in the event that a  competing
     offer is made which values each Tomkinsons Share at  more
     than 198p and 216p respectively.

     Certain   other  Tomkinsons  Shareholders  have  notified
     Gaskell that it is their intention to accept the Offer in
     respect of their holdings of Tomkinsons Shares, amounting
     to  1,170,000  Tomkinsons Shares, representing  18.1  per
     cent. in aggregate of Tomkinsons' issued share capital.

     In  total  therefore,  Gaskell has  received  irrevocable
     undertakings  and statements of intention to  accept  the
     Offer   in   respect  of  3,649,926  Tomkinsons   Shares,
     representing approximately 56.4 per cent. of  Tomkinsons'
     issued share capital.

     The directors of Tomkinsons, who have been so advised  by
     KPMG  Corporate Finance, consider the terms of the  Offer
     to   be   fair   and  reasonable  so  far  as  Tomkinsons
     Shareholders are concerned.  In providing advice  to  the
     directors of Tomkinsons, KPMG Corporate Finance has taken
     into  account the commercial assessments of the directors
     of Tomkinsons.

     The  directors of Tomkinsons have unanimously recommended
     that  Tomkinsons Shareholders accept the Offer,  as  they
     have irrevocably undertaken to do in respect of their own
     beneficial holdings amounting to 62,825 Tomkinsons Shares
     (representing approximately 1.0 per cent. of  the  issued
     share capital of Tomkinsons).

     The  board  of Gaskell is being advised by Rothschild  in
     relation to the Offer.

     Gaskell  today  announces its results for the  half  year
     ended  2 July 1999, further details of which are set  out
     in Part 2 of this document.

2.   The recommended offer
     On  behalf  of Gaskell, Rothschild will offer to  acquire
     all  of  the Tomkinsons Shares, subject to the conditions
     and  on  the terms set out in the Offer Document and  the
     Form of Acceptance, on the following basis:

    20 Offer Shares and £29 in cash for every 29 Tomkinsons
                            Shares

     and  so  in proportion for any other number of Tomkinsons
     Shares  held.   The  Offer includes  the  Mix  and  Match
     Election,  as detailed in paragraph 3 below, and  a  Loan
     Note  Alternative for the cash element,  as  detailed  in
     paragraph 4 below.

     The    Offer    extends   to   all   Tomkinsons    Shares
     unconditionally allotted or issued and fully paid on  the
     date  of the Offer, together with any further such shares
     which  are  unconditionally allotted or issued and  fully
     paid  whilst  the Offer remains open for  acceptance  (or
     before  such earlier date as Gaskell may, subject to  the
     City  Code, decide), including any such shares which  are
     so  unconditionally  allotted or issued  and  fully  paid
     pursuant to the exercise of options outstanding under the
     Tomkinsons Share Option Schemes.

     Full  acceptance of the Offer, assuming exercise  of  all
     options  under the Tomkinsons Share Option Schemes  which
     are  exercisable  upon the Offer becoming  unconditional,
     would  result  in  the  issue of up  to  4,681,544  Offer
     Shares,  representing approximately 19 per cent.  of  the
     issued ordinary share capital of Gaskell (as enlarged  by
     the Acquisition and assuming no exercise of options under
     the Gaskell Share Option Scheme), and the payment of cash
     consideration  of  up  to  £6.8  million   (assuming   no
     Tomkinsons   Shareholders   take   up   the   Loan   Note
     Alternative).

     The  Tomkinsons Shares will be acquired by Gaskell  under
     the  Offer  fully paid and free from all liens, equities,
     charges,  encumbrances, rights of pre-emption  and  other
     third  party rights or interests of any nature whatsoever
     and together with all rights attaching thereto, including
     the  right to receive and retain all dividends and  other
     distributions  declared, made  or  paid  on  or  after  2
     September 1999, being the date of this announcement.

     The  Offer Shares to be issued pursuant to the Offer will
     be issued credited as fully paid and free from all liens,
     equities,  charges,  encumbrances  and  other  interests.
     They  will  rank  pari  passu in all  respects  with  the
     existing  Ordinary Shares, including  the  right  to  all
     dividends and other distributions declared, made or  paid
     on  or  after  2 September 1999, being the date  of  this
     announcement,  save  that they  will  not  rank  for  the
     interim dividend of 1.4p per Ordinary Share in respect of
     Gaskell's  current  financial year  which  was  announced
     today  and  which  will  be paid to  Shareholders  on  22
     October 1999.

     Application will be made to the London Stock Exchange for
     the Offer Shares to be admitted to the Official List.

3.   The Mix and Match Election
     Tomkinsons Shareholders who validly accept the Offer  may
     elect,  subject  to availability as specified  below,  to
     vary  the proportions in which they receive Offer  Shares
     and  cash  or Loan Notes in respect of their holdings  of
     Tomkinsons Shares.  However, the maximum number of  Offer
     Shares  to  be  issued under the Offer  and  the  maximum
     amount of cash consideration payable under the Offer will
     not be varied as a result of elections made under the Mix
     and  Match  Election.  Accordingly, Gaskell's ability  to
     satisfy  elections made under the Mix and Match  Election
     will   be  dependent  upon  the  extent  to  which  other
     Tomkinsons  Shareholders make offsetting  elections.   To
     the  extent  that  the elections cannot be  satisfied  in
     full,  they will be scaled down on a pro rata basis.   To
     the   extent   that  the  elections  can  be   satisfied,
     Tomkinsons Shareholders will receive Offer Shares instead
     of  cash and vice versa on the basis of a price of 116.5p
     per  Offer  Share.  As a result, Tomkinsons  Shareholders
     who  make elections under the Mix and Match Election will
     not necessarily know the exact number of Offer Shares  or
     the amount of cash they will receive until settlement  of
     the   consideration   under  the   Offer,   although   an
     announcement will be made, when the Offer becomes  or  is
     declared wholly unconditional, of the approximate  extent
     to  which elections under the Mix and Match Election will
     be satisfied.

     Further details of the Mix and Match Election will be set
     out in the Offer Document.

4.   The Loan Note Alternative
     Tomkinsons Shareholders who validly accept the Offer  may
     elect to receive Loan Notes instead of all or part of the
     cash  consideration  to  which they  would  otherwise  be
     entitled  under the terms of the Offer on  the  following
     basis:

              for every £1 of cash consideration
                   £1 nominal of Loan Notes

     The  Loan  Notes will be issued in amounts  and  integral
     multiples   of  £1  nominal  value  and  any   fractional
     entitlement  will be disregarded.  The  Loan  Notes  will
     bear  interest at the rate of 1 per cent. per annum below
     LIBOR  payable half yearly in arrears on 1  April  and  1
     October in each year, with the first payment being due on
     1  April  2000.  They will be repayable at the option  of
     the  noteholder  on 1 October 2000 or on  any  subsequent
     interest  payment  date, either in full  or  in  integral
     multiples of £10,000.  Any outstanding Loan Notes will be
     repaid  in  full on 1 October 2004.  Payment of principal
     (but   not  interest)  under  the  Loan  Notes  will   be
     guaranteed by Barclays Bank PLC.

     The Loan Notes will be transferable in integral multiples
     of £1.  No application will be made for the Loan Notes to
     be  listed or dealt in on any stock exchange.  Teather  &
     Greenwood, Gaskell's stockbroker, has advised that, based
     on  market  conditions  as  at  1  September  1999   they
     estimate  that the value of the Loan Notes, if  they  had
     been in issue on that date, would have been not less than
     98p per £1 of nominal value.

     Further details of the Loan Note Alternative will be  set
     out in the Offer Document.

5.   Background to and reasons for the Offer
     Gaskell's  strategy  is  to focus  on  those  key  market
     sectors  in  which it believes it can achieve leadership,
     to  improve  the quality of its assets and to generate  a
     continual   improvement   in  shareholder   value.    The
     Directors  believe that expansion of the Group's  product
     range  and  achievement of greater critical mass  through
     the  acquisition  of another leading company  in  the  UK
     carpet manufacturing industry will increase its share  of
     certain   key   existing  markets  and   facilitate   the
     penetration of new sectors and will thus be beneficial to
     the future development of the Group.

     In  addition,  the  Acquisition is  consistent  with  the
     Board's  strategy  of developing a high quality  business
     supplying  a  broad range of floorcoverings  into  chosen
     market sectors in which Gaskell is already, in the  main,
     well   positioned.   The  Directors  believe   that   the
     Acquisition represents a step forward in the  pursuit  of
     Gaskell's strategy and will create sustainable value  for
     Gaskell Shareholders because:

         Tomkinsons' businesses are complementary to those of
          Gaskell, both in terms of product ranges and markets served,
          and represent an extremely good fit;
     
         Tomkinsons' strength in its chosen residential markets
          for textile floorcoverings will be combined with Gaskell's
          strong position in the contract and commercial carpet markets;

         the  Acquisition will increase the Enlarged  Group's
          profile and presence in the UK floorcoverings marketplace;

         duplications   in  administration,  production   and
          distribution will be rationalised, reducing overhead costs and
          releasing resources for reinvestment in growing the Enlarged
          Group;
     
         additional synergistic benefits will be gained  from
          increased scale, improved buying power, and the Enlarged
          Group's ability to market a wider portfolio of brands; and
     
         the acquisition of Tomkinsons will also provide Gaskell
          with greater scope and strength with which to distribute its
          products into continental European and other overseas markets.

     Accordingly,  the Directors believe that the  Acquisition
     is  an  extremely good fit with Gaskell and  provides  an
     opportunity for it to take a significant step forward  in
     the  continued  expansion  of its  business,  leaving  it
     better  placed  to  play an active  part  in  any  future
     consolidation of the floorcoverings sector.

     The   Board  expects  that,  subject  to  the  successful
     integration   of   Tomkinsons  and  the  achievement   of
     envisaged  cost  savings and synergies,  the  Acquisition
     will  enhance Gaskell's earnings per share, adjusted  for
     the  effect  of  exceptional items,  in  the  first  full
     financial year of ownership.

     The  foregoing  statement should not  be  interpreted  as
     meaning  that the future adjusted earnings per  share  of
     the  Enlarged Group, will necessarily match or exceed the
     historic published earnings per share of Gaskell.

6.   Financial effects of acceptance
     The  following  table  shows, for  illustrative  purposes
     only,  and  on the bases and assumptions set out  in  the
     notes  below, the financial effects of acceptance of  the
     Offer on capital values and gross income for a holder  of
     1,000  Tomkinsons  Shares, if the  Offer  becomes  or  is
     declared unconditional in all respects:

     (a)  Capital value                                      £
          Market value of 690 Offer Shares(1) and cash   1,804
          Less: Market value of 1,000 Tomkinsons Shares(2)1,635
                                                      ________
          Increase in capital value                        169
                                                      ________
          Representing an increase of approximately      10.3%

     (b)  Gross income                                       £
          Gross dividend income from 690 Offer Shares(3) 34.50
          Gross income from cash consideration(4)        54.00
                                                      ________
          Total gross income                             88.50
           Less:  Gross dividend income from 1,000  Tomkinsons
     Shares(5)                                          138.89
                                                      ________
          Decrease in gross income                       50.39
                                                      ________
          Representing a decrease of approximately       36.3%

          Notes:
          (1)  The market value of an Offer Share is based  on
               the  Closing  Price of 116.5p  on  1  September
               1999,  being  the business day  prior  to  this
               announcement.
          (2)  The market value of a Tomkinsons Share is based
               on the Closing Price of 163.5p on 8 March 1999,
               being   the   business   day   prior   to   the
               announcement by the board of Tomkinsons that it
               was  in talks which may or may not lead  to  an
               offer for Tomkinsons.
          (3)  The  gross  dividend income on Offer Shares  is
               based   on  the  aggregate  of  (i)  the  final
               dividend  of 3.1p per Gaskell Share in  respect
               of  the  year ended 31 December 1998; and  (ii)
               the  interim dividend of 1.4p per Gaskell Share
               declared   in  respect  of  Gaskell's   current
               financial year, together, in each case, with an
               associated tax credit of 10/90ths of the amount
               paid.
          (4)  The gross income on cash consideration has been
               calculated on the assumption that the  cash  is
               reinvested  to  yield  approximately  5.40  per
               cent.  per  annum,  being  the  FTSE  Actuaries
               average  gross  redemption  yield  for   medium
               coupon   British   Government   securities   of
               maturities  of  5 to 15 years  on  1  September
               1999,  the last practicable date prior to  this
               announcement.
          (5)  The  gross dividend income on Tomkinsons Shares
               is  based  on  the aggregate of (i)  the  final
               dividend  of  8.0p  per  Tomkinsons  Share   in
               respect  of the year ended 3 October 1998,  and
               (ii)   the   interim  dividend  of   3.5p   per
               Tomkinsons  Share  in  respect  of  Tomkinsons'
               current   financial  year,  together  with   an
               associated tax credit of 20/80ths of the amount
               paid  in  respect  of  the final  dividend  and
               10/90ths of the amount paid in respect  of  the
               interim dividend.
          (6)  Save as referred to in notes 3 and 5 above,  no
               account  has  been  taken of any  liability  to
               taxation  nor  the treatment  of  fractions  in
               assessing  the financial effects of  acceptance
               of the Offer.
          (7)  No  account has been taken of elections for the
               Loan  Note Alternative or elections made  under
               the Mix and Match Election.

7.   Information on Gaskell
     Gaskell  is  involved in the manufacture,  marketing  and
     distribution  of  carpets, carpet  tiles,  underlays  and
     other  non-woven  textiles.  The Group employs  over  700
     people   and  operates  from  a  total  of  seven  sites,
     primarily in the North West of England.

     The  Group, with almost 100 years of carpet manufacturing
     experience,   supplies   a   broad   range   of   textile
     floorcovering products including fibre-bonded, tufted and
     Axminster  ranges.  Gaskell's products are  predominantly
     supplied to the contract and commercial markets in the UK
     and  internationally,  with certain  floorcoverings  also
     sold into the retail market.

     For  the half year ended 2 July 1999, Gaskell reported  a
     profit  before  taxation  of  £1.8  million  (1998:  £2.3
     million)  on  turnover  of  £26.0  million  (1998:  £26.9
     million), with earnings per share of 6.2p (1998: 8.0p  as
     restated  following the Share Sub-division).   The  Board
     has  today  declared  an interim  dividend  of  1.4p  per
     Ordinary  Share  (1998:  1.2p as restated  following  the
     Share  Sub-division)  in  respect  of  Gaskell's  current
     financial year.  The net assets of the Gaskell  Group  as
     at 2 July 1999 were £18.7 million (1998: £16.4 million).

     For  the year ended 31 December 1998, Gaskell reported  a
     profit  before  taxation  of  £5.1  million  (1997:  £3.7
     million)  on  turnover  of  £52.6  million  (1997:  £48.8
     million),  with earnings per share of 17.6p (1997:  12.9p
     as restated following the Share Sub-division) and a final
     dividend  of  3.1p  per Ordinary Share  making  4.3p  per
     Ordinary  Share for the full year (1997:  1.5p  and  2.1p
     respectively  as  restated  following  the   Share   Sub-
     division).  As at 31 December 1998, the Gaskell Group had
     net assets of £17.7 million (1997: £15.0 million).

8.   Information on Tomkinsons
     Tomkinsons   is   involved   in   the   manufacture   and
     distribution of carpets and natural floorcoverings to the
     residential and commercial markets.  Tomkinsons has  been
     established for 130 years and its shares were admitted to
     the Official List of the London Stock Exchange in 1959.

     Tomkinsons  operates from three production sites  in  the
     UK,  employing  approximately  470  people.   Tomkinsons'
     principal operations are as follows:-

         Tomkinsons Carpets - a manufacturer of Axminster and
          tufted carpets at Kidderminster, which are distributed mainly
          to independent specialist carpet retailers;
         Steeles Carpets - a distributor of Axminster, Wilton and
          tufted carpets for supply into contract and export markets;
         Crucial Trading - an importer and distributor of natural
          fibre floorcoverings including jute, sisal, seagrass and coir;
and
         Mid-Wales Yarns - a spinner of woollen and semi-worsted
          yarns based in Powys, supplying the majority of Tomkinsons'
          yarn requirements.

     For  the  six  months  ended  3  April  1999,  Tomkinsons
     reported  a  profit  before taxation of  £855,000  (1998:
     £962,000)  on  turnover  of £14.4  million  (1998:  £14.9
     million), with earnings per share of 9.2p (1998:  10.3p).
     Tomkinsons has declared an interim dividend of  3.5p  per
     share  (1998:  3.5p) in respect of its current  financial
     year  and the net assets of the Tomkinsons Group as at  3
     April 1999 were £17.0 million (1998: £16.4 million).

     For  the  53  weeks  ended  3  October  1998,  Tomkinsons
     reported a profit before taxation of £2.0 million  (1997:
     £1.7  million) on turnover of £30.5 million (1997:  £27.5
     million), with earnings per share of 21.4p (1997:  17.8p)
     and  a final dividend of 8.0p per share making 11.5p  for
     the  full year (1997: 8.0p and 11.5p respectively).   The
     net  assets of the Tomkinsons Group as at that date  were
     £16.6 million (1997: £16.0 million).

9.   Current trading and prospects
     In  its  interim results for the half year ended  2  July
     1999,  released  today,  Gaskell announced  that  despite
     difficult trading conditions encountered during the first
     six  months, the Board was confident that the Group  will
     benefit  from  an  increase  in  market  activity.   This
     increase is expected to arise from a recovery in  the  UK
     economy,  of  which there have been recent signs.   These
     more  favourable  conditions, together with  the  Group's
     recent success in winning substantial new sales contracts
     and  the  introduction  of  new products  and  equipment,
     should help to ensure a more satisfactory future for  the
     Group.

     For  the  six  months  ended  3  April  1999,  Tomkinsons
     reported a decline in sales of 3.8 per cent. compared  to
     the   previous  year.  This  performance  reflected   the
     difficult  market conditions during the  period  and  was
     consistent  with  the deterioration  in  consumer  demand
     being  reported  by the major home furnishing  retailers.
     Since  the  interim  announcement,  as  reported  in  the
     trading statement released on 20 August 1999, trading had
     fallen  further behind such that sales for the ten months
     to  31 July 1999 were 6.6 per cent. lower than last year,
     albeit  on  an  equivalent  number  of  sales  weeks  the
     shortfall  was  4.4  per cent..  There  has  been  little
     evidence  of  improvement  in the  retail  sector  during
     recent   months,   though   traditionally   demand    for
     residential carpets is at its lowest during the summer.

     The  Board  believes  that, in  spite  of  the  difficult
     trading conditions recently experienced, the prospects of
     the   Group  will  be  significantly  enhanced   by   the
     Acquisition,  given the strength of the industrial  logic
     behind  the  deal and the benefits to be  gained  through
     synergies and cost savings.  The Enlarged Group will be a
     stronger  competitor  than either Gaskell  or  Tomkinsons
     individually,  and  better able to exploit  opportunities
     arising as a result of market changes and rationalisation
     within the industry.


10.  Management and employees
     On 18 June 1999, Gaskell announced that Gerard Cahill had
     advised  the  Board  of  his  intention  to  take   early
     retirement and step down as Chief Executive of the  Group
     with  effect from 30 June 2000.  The Board and Mr  Cahill
     have  agreed that as the Company is now entering  into  a
     new stage of its ongoing development, the announcement of
     the  Acquisition represents an appropriate time to  bring
     forward  Mr Cahill's retirement and this became effective
     at  the  close of business on 1 September 1999.   It  has
     been   agreed   that,  upon  the  Offer  being   declared
     unconditional  in all respects, Michael Hield,  currently
     Chief  Executive of Tomkinsons, will join  the  Board  of
     Gaskell as Chief Executive of the Enlarged Group. At  the
     same   time,   Lowry  Maclean,  currently   Non-executive
     Chairman  of  Tomkinsons, will also  join  the  board  of
     Gaskell as a Non-executive Director.

     Upon  the  Offer becoming unconditional in all  respects,
     Gary  Stokes,  currently Finance Director of  Tomkinsons,
     will  become Managing Director of Tomkinsons, which  will
     then be a subsidiary of Gaskell and Jeremy Lancaster will
     resign as a director of Tomkinsons.

     The  board  of  Gaskell has confirmed that  the  existing
     rights of all directors, management and employees of  the
     Tomkinsons Group, including pension rights, will be fully
     safeguarded.

11.  Tomkinsons Share Option Schemes
     If  the Offer becomes or is declared unconditional in all
     respects,  Gaskell  will  make appropriate  proposals  to
     participants in the Tomkinsons Share Option Schemes.

12.  Extraordinary General Meeting
     The  Offer  will  be  conditional,  inter  alia,  on  the
     approval  of  Gaskell  Shareholders at  an  extraordinary
     general meeting which will be convened for the purpose of
     passing  a  resolution required to approve and  implement
     the  Offer.   The  directors of Gaskell  will,  and  have
     received  confirmation from Edinburgh Fund  Managers  PLC
     that  it  will, procure that the votes attaching  to  the
     Gaskell   Shares   in   which   they   are   respectively
     beneficially  interested,  amounting  to,  in  aggregate,
     approximately 17.3 per cent. of the issued ordinary share
     capital  of  Gaskell,  will be cast  in  favour  of  such
     resolution.

     Eaglet  Investment Trust plc is a substantial shareholder
     in  both  Gaskell  and Tomkinsons  as  a  result  of  its
     discretionary   holdings  of  3,799,448  Gaskell   Shares
     (representing   19.05  per  cent.  of  Gaskell's   issued
     ordinary  share capital) and 1,355,576 Tomkinsons  Shares
     (representing 20.94 per cent. of Tomkinsons' issued share
     capital).  For the purposes of the Listing Rules,  Eaglet
     Investment Trust plc is considered to be a related  party
     of Gaskell.  As such, it will abstain, and has undertaken
     to   take  all  reasonable  steps  to  ensure  that   its
     associates will abstain, from voting at the extraordinary
     general meeting on the resolution required to approve and
     implement the Offer.

13.  General
     The Offer will be on the terms and will be subject, inter
     alia,  to the conditions which are set out in Appendix  I
     hereto  and those terms which will be set out or referred
     to in the Offer Document and such further terms as may be
     required to comply with the City Code.

     The  Offer  Document  will be posted  in  due  course  to
     Tomkinsons  Shareholders and, for  information  only,  to
     Gaskell Shareholders.

     The  directors of Gaskell accept responsibility  for  the
     information  contained in this announcement,  other  than
     that  relating to Tomkinsons, the directors of Tomkinsons
     and  their immediate families and persons connected  with
     them.   To  the best of the knowledge and belief  of  the
     directors of Gaskell (who have taken all reasonable  care
     to  ensure  that  such  is  the  case),  the  information
     contained  in  this  announcement  for  which  they   are
     responsible is in accordance with the facts and does  not
     omit  anything  likely  to  affect  the  import  of  such
     information.

     The directors of Tomkinsons accept responsibility for the
     information  contained in this announcement  relating  to
     Tomkinsons,  the  directors  of  Tomkinsons   and   their
     immediate families and persons connected with  them.   To
     the best of the knowledge and belief of the directors  of
     Tomkinsons (who have taken all reasonable care to  ensure
     that such is the case), the information contained in this
     announcement  for  which  they  are  responsible  is   in
     accordance  with  the facts and does  not  omit  anything
     likely to affect the import of such information.

                          Gaskell PLC
                        Interim Results
              for the half year ended 2 July 1999

Statement by the Chairman, Mr Ted Andrew
The  Company  has experienced difficult trading conditions  in
both  contract and retail markets during the first six months.
This  has  resulted  in  a reduction in pre-tax  profits  from
£2.26m to £1.80m.  Despite this the Board is optimistic  about
the future of the Company and is keen to take advantage of any
upturn in demand as it arises.  It has therefore continued  to
invest  in  new  products and equipment in an effort  to  gain
additional market share and increase sales.

Turnover  growth  was  again achieved in  the  office  sector,
partly  reflecting the recent acquisition of several contracts
with  major end users.  In addition, export sales showed signs
of  a  welcome  recovery, despite the  continued  strength  of
sterling.  In contrast, however, a slight slowdown in activity
was encountered in the retail and leisure sectors particularly
in  the  first  quarter, resulting in an overall  decrease  in
sales  of  3% in the first six months to £26.0m.  The  overall
gross margin fell by approximately 1% in the current year  due
primarily  to  adverse  changes in sales  mix.   Various  cost
reduction  initiatives continue to be pursued  and  these  are
expected  to  bear  fruit in the months  ahead.   The  Group's
overhead  base  expanded  primarily as  a  result  of  further
investment  in  both people and facilities.  As  a  result  of
these  various factors, operating profit fell from  £2.37m  to
£1.93m.   Interest  charges increased marginally  to  £130,000
(1998:  £106,000) and, after adjusting for the ordinary  share
split in late 1998, earnings per share fell in the first  half
from 8.0p to 6.2p.

The Group incurred a net cash outflow of £0.52m in the period,
although  the  gearing level of 18% is only  marginally  above
that  at  the  start  of  the financial  year.   Again  strong
positive  cashflow  was  generated from operating  activities,
despite an increase in working capital of £0.54m, primarily to
support new product launches.  The Group's capital expenditure
of approximately £2m included a number of major items of plant
and  equipment  to  assist  the improvement  of  manufacturing
efficiencies.   Total proceeds of £0.47m were  generated  from
the  sale  of  surplus fixed assets, including the  Lee  Mill,
Bacup  property,  with minimal impact on the profit  and  loss
account.

Subsidiaries' Performance
Gaskell  Textiles  Limited  achieved  increased  turnover   at
£12.8m, as a result of sales growth in its UK Tile and  Export
business.  In contrast, the sales of the Automotive,  Underlay
and  Special Products divisions all fell slightly in difficult
market  conditions.  The Tile division benefited from  several
major  contracts, including those with Boots, Lloyds  TSB  and
the  Inland Revenue.  In addition, its traditional contractor-
led  business also remained strong, with its product portfolio
enhanced by the relaunch of the Fiesta and Primera ranges  and
the  introduction of a cushion-back' option, Softbac, for its
various tile products.  Export sales benefited from the recent
development of a number of new accounts and agencies, together
with increased exhibition and other marketing activity in this
area.   Gaskell  Textiles has undertaken  a  number  of  major
capital  projects  in  the first half of  1999  following  the
extension of its Clayton Park facility.  The commissioning  of
a new calendering machine and an additional felt set were both
successfully  completed  during  the  period,  while  the  new
backing  plant  is due to be fully installed by  October.   In
June  the Company also finalised the acquisition of an airlaid
felt  production line, which will result in the launch of  the
new Airbounce underlay at the Harrogate Show in September.  In
recognition  of  its improved quality standards,  the  Company
achieved  ISO  9001  and  has recently  been  recommended  for
registration under the environmental standard ISO 14001.

Gaskell  Carpets  Limited reported sales of  £8.7m,  with  all
divisions  performing slightly below the 1998 level.   The  UK
Contract division encountered some deferral of expenditure  in
the  leisure  market,  partly due to the  extensive  corporate
activity  in  the  brewery sector.  However, there  are  clear
signs  of  a  recovery  in demand in the traditionally  strong
final   quarter,  particularly  in  view  of  the   Millennium
celebrations.  The current installation of the new high  speed
Axminster loom is also expected to increase sales and  improve
operational  efficiencies.   Retail  turnover  has   held   up
relatively  well.  The recent launch of the new Chelsea  House
product  and  the  recolouration of the Summer  Gardens  range
should  help to give further impetus to this division  in  the
months ahead.

Overall activity levels at Bamber Carpets Limited fell due  to
reductions   in  both  external  and  intra  Group   business.
Turnover  decreased by 9% to £7.5m due to some  destocking  by
fellow Group companies and trading difficulties encountered by
certain third party customers.  However, the Company continues
to  benefit  from  both  further cost  reduction  initiatives,
including  recent improvements to the latex backing line,  and
the acquisition of a substantial new external customer.

Modulus  Flooring  Systems  Limited  has  achieved  a  welcome
recovery in 1999 following the problems experienced during the
second  half of the previous year.  The appointment of  a  new
Managing  Director and the resultant implementation of  a  new
corporate strategy have helped to restore sales in the  period
to  £2.7m,  close to the level achieved during a strong  first
half   of  1998.   In  addition,  there  has  been  a   marked
improvement  in  gross margin, due to better discount  control
and  an  improved  sales mix.  The launch  of  additional  new
products and new sampling materials should help to enhance the
Company's offer in the months ahead.

Dividends
The  Board  has  continued  its progressive  dividend  policy,
despite  the  prevailing trading environment, in declaring  an
interim  ordinary dividend of 1.4p (1998 as restated:  1.25p).
This  dividend,  which  represents a  12%  increase  over  the
previous  year,  will  be  payable  on  22  October  1999   to
shareholders  registered  at  the  close  of  business  on  17
September 1999.

Year 2000
The  Board has considered the risks associated with  the  Year
2000  issue.   As  previously reported, the Group  has  agreed
contracts for the supply of new computer hardware and software
to  cover all of its key business systems at a capital cost of
approximately £800,000.  The new systems are expected to bring
substantial  benefits to the business by  providing  increased
functionality  and a fully integrated solution  not  currently
available  to  the Group.  The implementation project  is  now
well  underway  and is expected to be substantially  completed
during  the  third  quarter of 1999.  The  suppliers  of  this
computer equipment have informed the Group that such equipment
is  Year  2000 compliant.  A review of the remaining  hardware
and   software,   including  that  related   to   design   and
manufacturing  equipment,  and  of  the  major  customers  and
suppliers  has been undertaken by project teams in each  Group
Company  and  is close to completion.  The costs arising  from
this review are not expected to be material in relation to the
Group's  overall results and are being expensed  as  incurred.
There can be no absolute assurance that the steps taken by any
company  will successfully avoid difficulties associated  with
the  Year 2000 issue.  However, the Board believes that it has
taken all reasonable steps to protect the Group.

Prospects
Despite   the   difficult   trading  conditions   encountered,
particularly during the first quarter, the Board is  confident
that  the  Group  will  benefit from any  increase  in  market
activity which is expected to arise from a recovery in the  UK
economy,  of which there have been recent signs.   These  more
favourable  external  conditions, together  with  the  Group's
recent success in winning substantial new sales contracts  and
the  introduction  of new products and equipment,  should  all
help to ensure a satisfactory future for the Group.

MORE TO FOLLOW

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