Offer Update

RNS Number:4663V
Bernard Matthews Holdings PLC
8 December 2000



                             
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
       THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
                             
                             
           Bernard Matthews Holdings PLC ("BMH")
                             
       Revised Offer for Bernard Matthews PLC wholly
                       unconditional
                             

As  at 3.00 p.m. on 7 December 2000, valid acceptances  of
the  Revised Offer had been received by BMH in respect  of
67,619,735    Bernard   Matthews   Shares,    representing
approximately 53.9 per cent. of the existing issued  share
capital of Bernard Matthews PLC.

The Matthews Family and the Management Team own or control
an   aggregate  of  52,951,799  Bernard  Matthews  Shares,
representing approximately 42.2 per cent. of the  existing
issued  share  capital  of  Bernard  Matthews  PLC.  These
Bernard Matthews Shares will be acquired by BMH outside of
the   Revised   Offer  pursuant  to  the  Share   Exchange
Agreement.

BMH  has  therefore  in total agreed  to  acquire  or  has
received valid acceptances of the Revised Offer in respect
of   120,571,534  Bernard  Matthews  Shares,  representing
approximately 96.1 per cent. of the existing issued  share
capital of Bernard Matthews PLC.

Accordingly,  all conditions to the Revised  Offer  having
been  satisfied  or waived, BMH has declared  the  Revised
Offer    wholly   unconditional.   Settlement    of    the
consideration  due  to Bernard Matthews  Shareholders  who
have  validly accepted the Revised Offer will be  effected
in accordance with the terms of the Revised Offer.


Loan Note Alternative

Valid  acceptances  of  the Revised  Offer  include  valid
elections  for  the Loan Note Alternative  in  respect  of
2,365,635 Bernard Matthews Shares, representing Loan Notes
with  an  aggregate  nominal value of  approximately  #4.4
million. Accordingly, Loan Notes will be issued under  the
Loan Note Alternative.


Partial Share Alternative

Valid  acceptances  of  the Revised  Offer  include  valid
elections for the Partial Share Alternative in respect  of
714,050 Bernard Matthews Shares. It was a condition of the
Partial  Share  Alternative that no  BMH  Ordinary  Shares
would  be issued unless valid elections for 5,800,000  BMH
Ordinary  Shares were received.  As a consequence  of  the
very low level of elections, the Partial Share Alternative
has lapsed.

Bernard  Matthews Shareholders who elected for the Partial
Share  Alternative, or who elect for it  from  this  date,
will  instead receive all of their consideration in  cash,
unless  they  have  indicated  on  the  Revised  Form   of
Acceptance  that they elect for the Loan Note  Alternative
in  respect  of  any  election  under  the  Partial  Share
Alternative which is not satisfied in BMH Ordinary Shares.


Extension of the Revised Offer and closing of the  Partial
Share Alternative

The Revised Offer (including the Loan Note Alternative) is
being extended until further notice.

The  Partial Share Alternative has lapsed and is no longer
open for acceptance.


De-listing and compulsory acquisition

Bernard  Matthews PLC is today notifying  the  UK  Listing
Authority that it wishes to cancel the listing of  Bernard
Matthews Shares on the Official List. Bernard Matthews PLC
has  been  advised  by the UK Listing Authority  that  the
listing  is  expected  to be cancelled  at  the  close  of
business on 12 January 2001.

Having  received  acceptances under the Revised  Offer  in
respect  of more than 90 per cent. of the Bernard Matthews
Shares to which the Revised Offer relates, BMH will  apply
the  provisions  of sections 428 to 430F  of  the  Act  to
compulsorily  acquire  any  outstanding  Bernard  Matthews
Shares.


Bernard Matthews commented:

"I   am   most  grateful  for  the  support  of  all   our
shareholders for the many years that Bernard Matthews  PLC
was  a quoted company.  You may be interested to know that
anyone investing #1,000 in our company when it first  went
public in 1971 will receive, as a result of BMH's offer of
185 pence, some #58,000."

                                                          
Enquiries:                                                
                                                          
Bernard Matthews Holdings PLC                01603 872 611
B T Matthews                                              
David Joll                                                
                                                          
HSBC                                         020 7336 9000
Rupert Faure Walker                                       
Jeremy Prescott                                           
                                                          
Bernard Matthews PLC -                       01603 873 710
Independent Directors
David McCall                                              
David Newton                                              
                                                          
Dresdner Kleinwort Benson                    020 7623 8000
Chris Treneman                                            
                                                          

Notes

Of  the total acceptances, valid acceptances in respect of
5,783,561    Bernard    Matthews   Shares,    representing
approximately  4.6  per  cent. of Bernard  Matthews  PLC's
issued share capital, have been received from persons  who
have   irrevocably   undertaken  to  accept   or   procure
acceptance of the Offer.

BMH,  together  with each person deemed to  be  acting  in
concert  with BMH, held on 15 May 2000, the day  prior  to
the  commencement of the Offer Period, 52,951,799  Bernard
Matthews Shares, representing approximately 42.2 per cent.
of  Bernard  Matthews  PLC's issued share  capital.  These
Bernard  Matthews Shares were held by the Matthews  Family
and the Management Team and are not subject to the Revised
Offer.

Save as disclosed herein or in the Original Offer Document
dated  1 November 2000 or the Revised Offer Document dated
23 November 2000, neither BMH nor (so far as BMH is aware)
any  person deemed to be acting in concert with  BMH  held
any  Bernard Matthews Shares on 15 May 2000, the day prior
to  the  commencement of the Offer Period, or has acquired
or  agreed  to  acquire any Bernard  Matthews  Shares  (or
rights   over   Bernard   Matthews   Shares)   since   the
commencement of the Offer Period.


Additional information

The   directors  of  BMH  accept  responsibility  for  the
information  in  this announcement.  To the  best  of  the
knowledge  and  belief of the directors of BMH  (who  have
taken all reasonable care to ensure that such is the case)
the  information  contained in  this  announcement  is  in
accordance  with  the  facts and does  not  omit  anything
likely  to  affect  the import of such information.   This
announcement has been approved for the purposes of section
57  of  the Financial Services Act 1986 by HSBC Investment
Bank plc ("HSBC").

HSBC,  which  is  regulated in the United Kingdom  by  The
Securities  and  Futures  Authority  Limited,  is   acting
exclusively  for  BMH and no one else in relation  to  the
Revised Offer and will not be responsible to anyone  other
than  BMH  for  providing  the  protections  afforded   to
customers of HSBC, or for providing advice in relation  to
the Revised Offer.

This  announcement is not being, and must not be,  issued,
mailed  or  otherwise distributed to or sent in,  into  or
from  the  United States, 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  United States, Canada,  Australia  or
Japan.

Save  for  the  information herein, as at 7 December  2000
(the  latest  practicable date prior to this announcement)
there  has  been  no  material change to  the  information
contained  in the Original Offer Document or  the  Revised
Offer Document.

Terms  defined  in the Original Offer Document  dated  and
dispatched  on  1  November 2000  and  the  Revised  Offer
Document dated and dispatched on 23 November 2000 have the
same meanings in this announcement.