ACN Advance Capital

RNS No 8530p
ACORN GROUP PLC
26 May 1999


 Not for release, distribution or publication in or into the 
         United States, Canada, Australia or Japan.

             MSDW Investment Holdings Limited

                   recommended Offer for

                      Acorn Group plc

  Level of acceptances and extension of recommended Offer

On behalf of MSDW Investment Holdings Limited, a wholly owned 
subsidiary of the Morgan Stanley Dean Witter Group, 
Morgan Stanley & Co. Limited announces that the recommended 
Offer for all the issued and to be issued share capital of 
Acorn Group plc has been extended to 3.00pm on 
Tuesday, 8 June 1999.

By 3.00pm on Tuesday, 25 May 1999, the first closing date of 
the Offer, valid acceptances of the Offer had been received in 
respect of 83,655,253 Acorn Shares representing approximately 
89.0 per cent. of the issued share capital of Acorn.

Prior to the commencement of the Offer period, the 
Morgan Stanley Dean Witter Group owned 100 Acorn Shares 
representing approximately 0.0001 per cent. of the issued share 
capital of Acorn.

Accordingly, as at 3.00pm on Tuesday, 25 May 1999, the 
Morgan Stanley Dean Witter Group owned or had received 
valid acceptances in respect of a total of 83,655,353 Acorn Shares 
representing approximately 89.0 per cent. of the issued share 
capital of Acorn.

Save as set out above, neither the Morgan Stanley Dean 
Witter Group nor any persons acting in concert with the 
Morgan Stanley Dean Witter Group owned any Acorn Shares 
or rights over Acorn Shares prior to the commencement of the 
Offer period, nor have they acquired or agreed to acquire any 
Acorn Shares or rights over Acorn Shares during the Offer period 
other than by way of acceptances of the Offer.

Terms defined in the Offer document dated 4 May 1999 shall 
have the same meaning in this announcement.

Press enquiries:

Morgan Stanley & Co. Limited   Simon Robey   0171 425 5000

This announcement is not being made directly or indirectly in or 
into the United States, Canada, Australia or Japan, or to any 
North American Person or resident of Australia or Japan or by 
use of the mails of, or by any means or instrumentality of 
interstate or foreign commerce of, or any facilities of a national 
securities exchange of, any of the aforesaid jurisdictions.  This 
includes, but is not limited to, the post, facsimile transmission, 
telex, or any other electronic forms of transmission and 
telephone.  Accordingly, copies of this announcement are not 
being sent and must not be mailed or otherwise distributed or 
sent in or into the United States, Canada, Australia or Japan 
including to Acorn Shareholders, or participants in the Acorn 
Share Option Schemes or the Element 14 Share Option 
Scheme, with registered addresses in any of the aforesaid 
jurisdictions or to persons whom MSDW Investment Holdings 
knows, or has reason to believe, to be custodians, trustees or 
nominees holding Acorn Ordinary Shares for persons with 
addresses in any of the aforesaid jurisdictions.  Persons 
receiving this announcement and/or such documents 
(including, without limitation, custodians, nominees and 
trustees) must not distribute or send them in, into or from the 
United States, Canada, Australia or Japan or use such mails or 
any such means, instrumentality or facility for any purpose 
directly or indirectly in connection with the Offer, and so 
doing may invalidate any purported acceptance of the Offer.

ARM Shares being offered under the Offer have not been 
and will not be registered under the United States Securities 
Act 1933, as amended, or under the laws of any state of the 
United States (and the relevant clearances have not been 
and will not be obtained from the relevant authorities in 
Canada, Australia and Japan) and may not be offered, sold, 
re-sold or delivered directly or indirectly, in or into the 
United States, Canada, Australia or Japan or to a U.S. person 
(as this term is defined in Regulation S under the United States 
Securities Act 1933, as amended), except pursuant to 
exemptions from the applicable requirements of such 
jurisdictions.

The availability of the Offer to persons not resident in the 
United Kingdom may be affected by the laws of the relevant 
jurisdictions.  Acorn Shareholders who are not resident in the 
United Kingdom should inform themselves about, and 
observe, any applicable requirements.

Morgan Stanley & Co. Limited, which is regulated by 
The Securities and Futures Authority Limited, is acting for 
MSDW Investment Holdings and for no one else in 
connection with the Offer and will not be responsible to 
anyone other than MSDW Investment Holdings for providing 
the protections afforded to customers of 
Morgan Stanley & Co. Limited nor for providing advice in 
relation to the Offer.


END

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