ACN Advance Capital

RNS No 9187k
ACORN GROUP PLC
27 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

 Recommended Offer has become unconditional as to acceptances
                  and timetable extended

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 become unconditional as to acceptances and 
will remain open until further notice.

By 3.00pm on Wednesday, 26 May 1999, valid acceptances of the 
Offer had been received in respect of 84,760,205 Acorn Shares 
representing approximately 90.15 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 Wednesday, 26 May 1999, the 
Morgan Stanley Dean Witter Group owned or had received valid 
acceptances in respect of a total of 84,760,305 Acorn Shares 
representing approximately 90.15 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   Euart Glendinning   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 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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