Rule 8 - THORNTONS

    Form 8.1/8.3

Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel.
Use separate form for each class of securities in which dealings have
been made.

Date of Disclosure 24 December 2003

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGER

Date of Dealing 23 December 2003

Dealing in THORNTONS

(1) Class of security (eg ordinary shares) ORD GBP0.10

(2) Amount bought   Amount sold   Price per unit
           30,000             0           1.5200
                0        13,505           1.4800
               
(3) Resultant total of the same class owned or controlled
    1,556,062

   (and percentage of class)    
   (2.34 % )

(4) Party making disclosure Barclays PLC

(5) EITHER  (a) Name of purchaser/vendor (Note 1)
            (b) If dealing for discretionary client(s), name of fund
                management organisation
                
                Barclays PLC  
                
(6) Reason for disclosure (Note 2)
(a) associate of  (i)  offeror (Note 3)   NO
                  (ii) offeree            NO


Specify which category or categories of associate (1-8 overleaf)  

(b) Rule 8.3 (i.e disclosure because of ownership or control of 1% or
    more of the class of relevant securities dealt in)
    YES

Signed, for and on behalf of the party named in (4) above

..................................................................

(Also print name of signatory)

Geoff Smith

Telephone and extension number

0207 699 2305