Acqn/Placing & Open Offer

CRANSWICK PLC
6 September 1999


                            
  PROPOSED ACQUISITION OF PETHICK & CO. LIMITED AND AN
               ASSOCIATED PROPERTY FOR AN
        AGGREGATE CONSIDERATION OF £15.5 MILLION
                            
                PLACING AND OPEN OFFER BY
                HSBC INVESTMENT BANK PLC
   OF 3,520,458 NEW ORDINARY SHARES AT 340P PER SHARE

Cranswick   plc  ('Cranswick')  announces  its   proposed
acquisition of the entire issued share capital of Pethick
&  Co.  Limited ('Pethick') and of an associated property
(the 'Associated Property').

* Pethick is a producer of premium quality hams which
  the  Directors of Cranswick believe will be a  valuable
  addition to and will complement Cranswick's existing food
  business. Pethick's customer base includes some of  the
  UK's  major supermarket retailers.  In the year  to  31
  January 1999, Pethick made sales of £13.8 million, pre-
  tax profits of £3.1 million, and, as at 31 January 1999,
  had net assets of £1.9 million.
  
* The  maximum  consideration for the acquisition  of
  Pethick and the Associated Property (the 'Acquisition')
  will be £15.5 million, with £2.0 million being satisfied
  through the issue of 588,236 ordinary shares of 10p each
  in  the  capital  of Cranswick ('Ordinary  Shares')  to
  certain Pethick shareholders ('Consideration Shares') and
  £13.5  million being satisfied in cash, which is to  be
  partly  financed  from the issue of 3,520,458  Ordinary
  Shares ('New Ordinary Shares') under a placing and open
  offer  ('Placing and Open Offer').  The balance of  the
  cash consideration will be funded though bank facilities.
  
* Under the share purchase agreement between Cranswick
  and  Pethick's shareholders (the 'Vendors'), the  total
  consideration may be reduced depending on the level  of
  Pethick's pre-tax profit in respect of the period from 1
  February  1999  to 4 September 1999, and Pethick's  net
  assets as at 4 September 1999.
  
* The  Placing and Open Offer is at 340p  per  share,
  representing  a 4.9 per cent. discount to  the  closing
  middle-market price of an Ordinary Share on 3 September
  1999  and  will raise £11.2 million, net  of  expenses.
  Qualifying Shareholders will be invited to subscribe for
  New Ordinary Shares on the basis of 6 New Ordinary Shares
  for every 25 existing Ordinary Shares held on 1 September
  1999.
  
* The  Acquisition  is  expected  to  be  immediately
  earnings enhancing before the amortisation of goodwill,
  and  is  conditional, inter alia, on  the  approval  of
  Cranswick shareholders.
  
* Following the completion of the Acquisition,  David
  Pethick will be joining the board of Cranswick.   David
  Pethick and the other Pethick directors will be employed
  under  new service contracts with Pethick for a minimum
  term of three years.
  
* Dealings in the New Ordinary Shares are expected to
  commence on 6 October 1999.
  
* The sponsor, broker and underwriter to Cranswick is
  HSBC  Investment Bank plc, which has fully underwritten
  the Placing and Open Offer.
  

Martin Davey, Chief Executive, said:
'The  acquisition  of  Pethick represents  a  significant
opportunity  for Cranswick and continues our strategy  of
making earnings enhancing acquisitions.  We welcome David
Pethick and his co-directors and colleagues to the  Group
and  look  forward  to  the continuing  progress  of  the
enlarged Cranswick Group.'





Enquiries:
Cranswick plc                            01377 - 270 649
Martin Davey, Chief Executive
John Lindop, Finance Director

HSBC Investment Bank plc                 0171 - 336 9000
John Mellett, HSBC Growth Companies
John Hannaford, HSBC Securities

Paternoster Partnership                  0171 - 336 7776
Paul Quade



This announcement does not constitute an offer to sell or
to  subscribe for, or the solicitation of an offer to buy
or to subscribe for, ordinary shares in Cranswick plc and
is  not  for  distribution in or into the United  States,
Canada,  Australia,  Japan, the Republic  of  Ireland  or
South   Africa   or  their  respective   territories   or
possessions.  Any purchase of or application for Ordinary
Shares in Cranswick plc should only be made on the  basis
of  information contained in the circular to shareholders
comprising  a  prospectus issued in connection  with  the
Placing and Open Offer.

This  announcement, for which the directors of  Cranswick
plc  are  solely responsible, has been approved  by  HSBC
Investment  Bank plc, which is regulated  in  the  United
Kingdom  by the Securities and Futures Authority Limited,
solely  for  the purposes of section 57 of the  Financial
Services Act 1986.

HSBC  Investment Bank plc is acting solely for  Cranswick
plc  and  no-one else in connection with the  Acquisition
and  the  Placing  and  Open  Offer,  and  will  not   be
responsible  to  anyone  other  than  Cranswick  plc  for
providing the protections afforded to customers  nor  for
providing advice in relation to the Acquisition  and  the
Placing and Open Offer.

                            
                      CRANSWICK PLC
                            
  PROPOSED ACQUISITION OF PETHICK & CO. LIMITED AND AN
               ASSOCIATED PROPERTY FOR AN
        AGGREGATE CONSIDERATION OF £15.5 MILLION
                            
                PLACING AND OPEN OFFER BY
                HSBC INVESTMENT BANK PLC
   OF 3,520,458 NEW ORDINARY SHARES AT 340P PER SHARE

Cranswick   plc  ('Cranswick')  announces  its   proposed
acquisition of the entire issued share capital of Pethick
&  Co.  Limited ('Pethick') and of an associated property
(the 'Associated Property').

* Pethick is a producer of premium quality hams which
  the  Directors of Cranswick believe will be a  valuable
  addition to and will complement Cranswick's existing food
  business. Pethick's customer base includes some of  the
  UK's  major supermarket retailers.  In the year  to  31
  January 1999, Pethick made sales of £13.8 million, pre-
  tax profits of £3.1 million, and, as at 31 January 1999,
  had net assets of £1.9 million.
  
* The  maximum  consideration for the acquisition  of
  Pethick and the Associated Property (the 'Acquisition')
  will be £15.5 million, with £2.0 million being satisfied
  through the issue of 588,236 ordinary shares of 10p each
  in  the  capital  of Cranswick ('Ordinary  Shares')  to
  certain Pethick shareholders ('Consideration Shares') and
  £13.5  million being satisfied in cash, which is to  be
  partly  financed  from the issue of 3,520,458  Ordinary
  Shares ('New Ordinary Shares') under a placing and open
  offer  ('Placing and Open Offer').  The balance of  the
  cash consideration will be funded though bank facilities.
  
* Under the share purchase agreement between Cranswick
  and  Pethick's shareholders (the 'Vendors'), the  total
  consideration may be reduced depending on the level  of
  Pethick's pre-tax profit in respect of the period from 1
  February  1999  to 4 September 1999, and Pethick's  net
  assets as at 4 September 1999.
  
* The  Placing and Open Offer is at 340p  per  share,
  representing  a 4.9 per cent. discount to  the  closing
  middle-market price of an Ordinary Share on 3 September
  1999  and  will raise £11.2 million, net  of  expenses.
  Qualifying Shareholders will be invited to subscribe for
  New Ordinary Shares on the basis of 6 New Ordinary Shares
  for every 25 existing Ordinary Shares held on 1 September
  1999.
  
* The  Acquisition  is  expected  to  be  immediately
  earnings enhancing before the amortisation of goodwill,
  and  is  conditional, inter alia, on  the  approval  of
  Cranswick shareholders.
  
* Following the completion of the Acquisition,  David
  Pethick will be joining the board of Cranswick.   David
  Pethick and the other Pethick directors will be employed
  under  new service contracts with Pethick for a minimum
  term of three years.
  
* Dealings in the New Ordinary Shares are expected to
  commence on 6 October 1999.
  
* The sponsor, broker and underwriter to Cranswick is
  HSBC  Investment Bank plc, which has fully underwritten
  the Placing and Open Offer.
  
Terms of the Acquisition

Cranswick  has  entered  into two conditional  agreements
(the  'Acquisition  Agreements'), the  first  with  David
Pethick, David Park, David Moor and Alastair Benson  (the
'Principal  Vendors')  and the second  with  the  Vendors
respectively to purchase the Associated Property for £1.0
million  in  cash and to purchase Pethick for  a  maximum
consideration  of £14.5 million, of which  £12.5  million
will  be  satisfied  in  cash and £2.0  million  will  be
satisfied  through  the  issue of  588,236  new  Ordinary
Shares to the Principal Vendors.

The  consideration for the acquisition of Pethick may  be
reduced depending on (i) the pre-tax profit of Pethick in
respect of the period from 1 February 1999 to 4 September
1999,  and  (ii)  the  net assets  of  Pethick  as  at  4
September  1999,  in each case as shown by  the  Exchange
Accounts.   If the level of such pre-tax profit  is  less
than £1,788,461, the consideration will be reduced by six
times  the amount of such shortfall ('profit shortfall').
If  the  level of such net assets (plus one-sixth of  the
profit  shortfall less tax thereon at 30  per  cent.)  is
less  than  £3,152,322  (before  taking  account  of  the
dividends of £2,583,958 which have been declared (but not
yet  paid) by Pethick in respect of its current financial
year), the consideration will be reduced by the amount of
any shortfall.

Under  the Acquisition Agreements, the Vendors have given
Cranswick a number of indemnities and warranties and have
agreed  to  certain  lock-in arrangements  regarding  the
disposal of the Consideration Shares.


Information on Pethick and the Associated Property

Pethick  is  a  privately owned limited company  with  no
subsidiaries, which manufacturers a range of cooked  meat
products,  principally ham.  Its customer  base  includes
some  of  the UK's major supermarket retailers and  other
food  suppliers. Pethick has 106 employees.  It  operates
from  a single leasehold site in Kingston upon Hull, East
Yorkshire.  Its processing facilities were the subject of
substantial investment to expand the production  capacity
in  the  financial year ended 31 January 1999.  Suppliers
to  Pethick include Cranswick's own Yorkshire- based pork
butchery business.

In  addition to acquiring Pethick, Cranswick is purchasing
from the Principal Vendors their freehold interest in the
site  occupied by Pethick in Kingston upon Hull, under  a
separate  but inter-conditional agreement.  £1.0  million
of  the total consideration for the Acquisition is  being
paid  for the acquisition of the Associated Property  and
will be satisfied in cash.


Reasons for the Acquisition

The reasons for the Acquisition include:

* Pethick is a producer of premium quality hams.  The
  Directors  believe  that Pethick  will  be  a  valuable
  addition to and will complement Cranswick's existing food
  business;

* the   Acquisition  provides  Cranswick  with   the
  potential to increase its production capacity further, as
  Pethick's  current facilities are set in a sufficiently
  large area of land which has the potential to enable its
  premises to be extended;

* the   Acquisition   will  significantly   increase
  Cranswick's market share in the supply of  ham  to  the
  retail market;

* Pethick's management team, which has grown Pethick's
  profit  before taxation from £0.9 million in  the  year
  ended 31 January 1997 to £3.1 million in the year ended
  31 January 1999, will bring a number of valuable skills
  to Cranswick's business and should complement Cranswick's
  existing  management  strengths.   In  accordance  with
  Cranswick's usual practice, Pethick will operate as  an
  autonomous subsidiary of Cranswick supported by  strong
  central controls;

* the  Acquisition  is  consistent  with  Cranswick's
  publicly-stated  strategy and proven  track  record  of
  successful  growth  through  acquisitions  and  organic
  expansion; and

* the  Acquisition  is  expected  to  be  immediately
  earnings enhancing before the amortisation of goodwill.
  Goodwill is expected to be amortised over 20 years.


Information on Cranswick

Cranswick,  which  operates in the pet, agribusiness  and
food  sectors,  commenced  its  development  strategy  of
growth  through a combination of acquisitions and organic
expansion in 1988.  Since then this strategy has produced
uninterrupted growth in profits.  Cranswick's acquisition
strategy has been to leave the businesses it has acquired
as  relatively autonomous operations supported by  strong
central  controls.  The Directors believe that  this  has
assisted in the Group's performance to date.

In  the  year  ended  31  March  1999,  Cranswick's  food
operations generated gross sales of £93.3 million  (£78.6
million  net  of  internal sales).  This business,  which
includes  Cranswick  Country  Foods,  Cranswick   Gourmet
Sausage  Company and Mr Lazenby's, produces  a  range  of
fresh  pork,  sausages and ham products  from  plants  in
Yorkshire,  Lancashire  and Teesside.   Through  its  pig
marketing  activity and its pig rearing operation,  which
uses feed supplied by its animal feed mill, Cranswick  is
able  to  source  a  substantial proportion  of  its  raw
materials requirement internally.

Primary  butchery work is undertaken at the Group's  pork
butchery plant in Yorkshire, which is one of the  largest
pork  processing plants in Great Britain.  Pork  is  then
either  further  processed at one of the Company's  other
sites or sold to customers who include retailers and food
manufacturers.  The  further processed  products  of  the
business  include  a range of premium hams  for  sale  to
supermarket delicatessens and sandwich manufacturers; and
premium  sausages  made  from  prime  cuts  of  meat  and
incorporating  herbs,  vegetables, seasonings,  ales  and
wines.   In  the  year to 31 March 1999,  Cranswick  made
significant investment in retail packing equipment  which
has   improved  efficiency  and  expanded  capacity,  and
additional   resources   were   committed   to    product
development.

Financial record

Details of the financial record of Pethick for the  three
years  ended  31  January  1999  as  extracted  from  the
accountants'  report  prepared for  the  purpose  of  the
Acquisition  by  Ernst & Young and  as  set  out  in  the
circular to shareholders comprising a prospectus dated  6
September 1999 are set out in the table below.

                                 Year      Year     Year
                                ended     ended    ended
                                   31        31       31
                              January   January  January
                                 1997      1998     1999
                                 £000      £000     £000
Turnover                        8,449    10,876   13,781
                                                        
Gross profit                    1,254     2,095    3,513
                                                        
Operating profit                  959     1,775    3,053
                                                        
Profit before tax                 917     1,760    3,061
                                                        
Average number of employees        43        57       78

For  the  year ended 31 January 1999, Pethick's  turnover
was  £13.8  million,  profit  before  taxation  was  £3.1
million  and net assets as at 31 January 1999  were  £1.9
million.   Pethick  has  declared  (but  not  yet   paid)
dividends  of  £2,583,958  in  respect  of  its   current
financial year.  It is anticipated that Pethick will  pay
these dividends to the Vendors prior to Completion.

Management

On completion of the Acquisition, David Pethick, managing
director of Pethick (the 'Proposed Director'), will  join
the  Board of Cranswick as executive director responsible
for cooked meats, including Cranswick's own ham business,
and will continue to be closely involved with the day  to
day  operations  of Pethick. He has been instrumental  in
the  development of Pethick's business and has a  variety
of skills which the Directors believe could assist in the
integration and development of that business  within  the
Group.   The other three directors of Pethick will remain
as directors of Pethick.

In  order  to secure the services of Pethick's directors,
Cranswick  has  agreed that all of them (including  David
Pethick) will commit their services to Pethick under  new
service  contracts with Pethick which are for  a  minimum
term  of  three  years and which contain non-solicitation
and   non-compete   provisions.   These   contracts   are
terminable  on six months' notice to expire on  or  after
the three-year period.

At   completion  of  the  Acquisition,  Noel  Taylor,  an
existing executive Director of Cranswick, will relinquish
his  executive  responsibilities to take a  non-executive
seat on the Board.

Current trading and the prospects of the Enlarged Group

Cranswick  continues  to  perform  well  in  the  current
financial  year.  According to latest indications,  Group
profit  before tax for the 21 weeks ended 21 August  1999
is  in  line  with management expectations.  Pethick  has
continued to trade profitably in the current year.

The  Directors and the Proposed Director believe that the
Group's existing business is well placed to continue  its
success  and anticipate that the Acquisition will enhance
the  prospects  of  the  Enlarged  Group.  Following  the
Acquisition,  the  Directors and  the  Proposed  Director
anticipate maintaining a prudent level of interest  cover
and  will continue to pursue further acquisitions for the
Enlarged Group.


Details of the Placing and Open Offer

In  order  to finance part of the cash consideration  for
the   Acquisition,   the  Company   proposes   to   raise
approximately £11.2 million, net of expenses, by  way  of
the  issue of 3,520,458 New Ordinary Shares at  340p  per
share  pursuant  to  the Placing  and  Open  Offer.   The
Directors  have  arranged for HSBC  Investment  Bank,  as
agent  of the Company, to make the Open Offer under which
Qualifying Shareholders will be invited to subscribe  for
the New Ordinary Shares on the following basis (and so in
proportion  for any other number of fully  paid  ordinary
shares in issue on the record date, 1 September 1999, and
listed  on  the  London  Stock  Exchange  (the  'Existing
Ordinary Shares')):

      6  New  Ordinary Shares       for every 25 Existing
                                    Ordinary Shares

HSBC Investment Bank has undertaken to use its reasonable
endeavours to procure subscribers for, or, failing which,
itself to subscribe for, the New Ordinary Shares.

The  New  Ordinary Shares (and the Consideration  Shares)
will  rank  pari passu in all respects with the  Existing
Ordinary  Shares,  save that they will  not  receive  the
final  dividend  of  9.9p declared on  26  July  1999  in
respect of the year ended 31 March 1999, which is payable
by Cranswick on 10 September 1999.

The  placing  has  been  underwritten  in  full  by  HSBC
Investment Bank.

Applications may only be made for the New Ordinary Shares
on   the  Application  Form  which  is  personal  to  the
Shareholder named on it.  The Application Form represents
a  right to apply for New Ordinary Shares.  It is  not  a
document  of  title and it may not be sold,  assigned  or
transferred, except to satisfy bona fide market claims in
relation to purchases of Existing Ordinary Shares through
the  market  prior  to  the date on  which  the  Existing
Ordinary  Shares  are  marked  'ex'  the  entitlement  to
participate  in the Open Offer pursuant to the  Rules  of
the London Stock Exchange.


Extraordinary General Meeting

The  Acquisition  is  conditional,  inter  alia,  on  the
approval  of  Cranswick Shareholders at an  Extraordinary
General  Meeting  to  be held on 29  September  1999.   A
circular  will be posted to Cranswick Shareholders  later
today  giving details of the Acquisition and the  Placing
and Open Offer.


Expected Timetable
  
Record date for the Open Offer                      5 p.m. on 1 September 1999

Ex-entitlement date for the Open Offer                        6 September 1999

Latest time and date for splitting              3.00 p.m. on 24 September 1999
Application Forms (to satisfy bona fide
market claims)

Latest time and date for receipt of            11.00 a.m. on 27 September 1999
forms of proxy for use at the 
Extraordinary General Meeting


Latest time and date for receipt of             3.00 p.m. on 28 September 1999
completed Application Forms and payment
in full under the Open Offer


Extraordinary General Meeting                  11.00 a.m. on 29 September 1999

Admission and dealings in the New Ordinary        9.00 a.m. on  6 October 1999
Shares expected to commence

CREST accounts credited                         by 9.00 a.m. on 6 October 1999

Definitive certificates for the New Ordinary                by 15 October 1999
Shares expected to be dispatched


Prospectus

Copies of the circular to Shareholders which comprises  a
prospectus are available from HSBC Investment  Bank  plc,
Vintners Place, 68 Upper Thames Street, London, EC4V  3BJ
and  the  Companies Announcements Office  of  the  London
Stock Exchange.

Dealings

Dealings  are  expected to commence at  9.00  a.m.  on  6
October 1999.


This announcement does not constitute an offer to sell or
to  subscribe for, or the solicitation of an offer to buy
or to subscribe for, ordinary shares in Cranswick plc and
is  not  for  distribution in or into the United  States,
Canada,  Australia,  Japan, the Republic  of  Ireland  or
South   Africa   or  their  respective   territories   or
possessions.  Any purchase of or application for Ordinary
Shares in Cranswick plc should only be made on the  basis
of  information contained in the circular to shareholders
comprising  a  prospectus issued in connection  with  the
Placing and Open Offer.

This  announcement, for which the directors of  Cranswick
plc  are  solely responsible, has been approved  by  HSBC
Investment  Bank plc, which is regulated  in  the  United
Kingdom  by the Securities and Futures Authority Limited,
solely  for  the purposes of section 57 of the  Financial
Services Act 1986.

HSBC  Investment Bank plc is acting solely for  Cranswick
plc  and  no-one else in connection with the  Acquisition
and  the  Placing  and  Open  Offer,  and  will  not   be
responsible  to  anyone  other  than  Cranswick  plc  for
providing the protections afforded to customers  nor  for
providing advice in relation to the Acquisition  and  the
Placing and Open Offer.