Proposed £0.85m Acquisition by Joint Venture

Carr's Milling Industries PLC
14 April 2000


                 CARR'S MILLING INDUSTRIES plc

    PROPOSED £0.85 MILLION ACQUISITION BY ITS JOINT VENTURE
                            COMPANY

Carr's, the agriculture, food and engineering group, announces
that  Carr's Billington Agriculture Limited ('CBA'), its 50:50
joint  venture  with Edward Billington & Son Limited  ('EBS'),
has  today made a recommended offer to purchase the  whole  of
the  issued  share  capital  of AF  plc,  an  unlisted  public
company,  for a cash consideration of £850,000, to  be  funded
out  of  existing bank facilities.  In addition, accepting  AF
shareholders may become entitled to further consideration  for
those  shares as a result of any compensation received  by  AF
from  the  Government, in connection with a  claim  sought  by
British  pig  producers, during the three years following  the
date  upon  which  the  Offer becomes or  is  declared  wholly
unconditional, in respect of pigs owned by AF  prior  to  that
date.

AF  operates  two compound animal feed mills  and  six  retail
stores.   The feed mills are at Penrith in Cumbria and Preston
in  Lancashire.   The  retail stores are located  at  Gisburn,
Pilling  and Preston in Lancashire, Hawes in North  Yorkshire,
Leek in Staffordshire, and Kirkby Stephen in Cumbria.  AF also
markets  substantial  tonnages of  fertiliser,  straight  feed
materials  and  traded products in the North  of  England  and
Southern Scotland.

CBA  was  formed in June 1998 to manufacture animal  feed  for
Carr's and EBS's respective agricultural subsidiaries -  Carrs
Agriculture Limited and Billington Agriculture Limited.  It is
envisaged,  following  the  acceptance  of  the  offer  by  AF
shareholders, that AF will merge its activities with CBA.  CBA
will incur one-off exceptional reorganisation costs which will
have  an  adverse  impact on Carr's results for  the  year  to
August  2000, but the acquisition is expected to  be  earnings
enhancing in the following year.

AF  has  today reported a loss excluding exceptional items  of
£0.3   million  (1998:  £0.4  million)  on  a  turnover   from
continuing  operations of £49.1 million (1998 £70.3  million).
Exceptional items arising from the losses on disposal of fixed
assets  and the elimination on goodwill amount to £3.4 million
(1998 exceptional losses: £3.4 million).  At 30 November 1999,
equity shareholders' funds were
£6.6 million (1998: £10.6 million).

The  formation of CBA has enabled the partners to  reduce  the
manufacturing cost base by the closure of an inefficient  mill
at Silloth, West Cumbria and the investment in CBA's two mills
at  Stone  in  Staffordshire  and  Carlisle  in  Cumbria.  The
integration  of the operations has been successfully  achieved
and   benefits  have  been  gained  through  the  removal   of
duplicated costs and greater economies of scale.

Chris Holmes, Carr's Chief Executive, stated 'CBA intends that
the  business  of AF will be integrated into CBA  to  form  an
enlarged   agricultural  business   able   to   compete   more
effectively in the market place.  CBA will strive to give  the
present  AF  customers the highest standards  of  service  and
product quality through the AF sales force.  In order to  meet
the  exacting  requirements of the  market  place  and  reduce
costs,  it will be necessary to review the activities  of  the
businesses of AF and CBA to ensure that increased efficiencies
are achieved.'

Enquiries:

Carr's Milling Industries PLC                     01228-528291
  Chris Holmes (Chief Executive)

Bankside Consultants Limited                     0207 220 7477
  Charles Ponsonby