Rule 8 Disclosure

RNS Number:2339R
Hill & Smith Hldgs PLC
20 September 2000

                                  Date of Disclosure   20/09/00

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

Date of dealing      19/09/00

Dealing in    HILL & SMITH HOLDINGS        (name of company)

1)  Class of securities (eg ordinary shares)  ORD 25P

2)  Amount bought                Amount sold             Price per unit

         15000                                            62P
          7000                                            62P
          3000                                            62P


3)  Resultant total of the same class owned or controlled 
    (and percentage of class)      614,700     (1.59%)


4) Party making disclosure  BREWIN DOLPHIN SECURITIES LIMITED


5)  EITHER (a) Name of purchaser/vendor (Note 1)    
    OR     (b) if dealing for discretionary client(s), name of fund 
               management organisation
              
               BREWIN DOLPHIN SECURITIES LIMITED

6)  Reason for disclosure (Note 2)                                     
    (a) associate of (i) offeror (Note 3) (METNOR GROUP PLC)    YES
                    (ii) offeree company                        NO

Specify which category or categories of associate (1-8 overleaf)  2

If category (8), explain

     (b)  Rule 8.3 (ie 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  N/A  

(Also print name of signatory)       WENDY BARRETT

Telephone and extension number       0131 225 2566 EXT 272


Note 1.  Specify owner, not nominee or vehicle company.  If relevant, also 
         identify controller of owner, eg where an owner normally acts on 
         instructions of a controller

Note 2.  Disclosure might be made for more than one reason; if so, state all 
         reasons.

Note 3.  Specify which offeror if there is more than one.

Note 4.  When an arrangement exists with any offeror, with the offeree company 
         or which an associate of any offeror or of the offeree company 
         in relation to relevant securities, details of such arrangement must 
         be disclosed, as required by Note 6 on Rule 8

Note 5.  It may be necessary, particularly when disclosing derivative 
         transactions, to append a sheet to this disclosure form so that
         relevant information can be given.

Note 6.  In the case of an average price bargain, each underlying trade 
         should be disclosed.

For full details of disclosure requirements, see Rule 8 of the Code.  If in 
doubt, contact the Panel on Takeovers and Mergers, Tel No: 020 7382 9026