ACN Advance Capital

RNS No 698v
ACORN GROUP PLC
1 JUNE 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

                Offer wholly unconditional

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 is hereby declared wholly unconditional and will remain open 
until further notice.

The consideration payable to accepting Acorn Shareholders is 
expected to be despatched on or before 15 June 1999 in respect of 
acceptances received by 3.00pm on 1 June 1999 which are valid and 
complete in all respects or within 14 days of the date of receipt in 
respect of further acceptances which are valid and complete in 
all respects.

By 3.00pm on Friday, 28 May 1999, valid acceptances of the Offer 
had been received in respect of 84,937,653 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 Friday, 28 May 1999, the 
Morgan Stanley Dean Witter Group owned or had received valid 
acceptances in respect of a total of 84,937,753 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.

MSDW Investment Holdings Limited gave notice of its intention 
to procure the delisting of the Acorn Shares in the Offer 
document dated 4 May 1999, such cancellation to take effect 
not earlier than 20 Business Days after the Offer became wholly 
unconditional.  MSDW Investment Holdings Limited will, 
therefore, now apply for the delisting of the Acorn Shares to 
take effect from 29 June 1999.

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

Press enquiries:

Morgan Stanley Dean Witter
Euart Glendinning   Corporate Communications   0171 425 4942  

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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