Acquisition by TMP Worldwide & Results - Part 1

HW Group PLC
25 November 1999

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


                                                              24 November 1999
PART l                                    
                                                                              
                                   SUMMARY                                    
                                                                              
                                                                              
        Recommended acquisition of HW Group PLC by TMP Worldwide Inc.         
                                                                              
                                     and                                      
                                                                              
   Announcement of HW's unaudited interim results for the six months ended    

                              30 September 1999                              


-  The boards of TMP Worldwide Inc. and HW Group PLC announce the terms of the
recommended acquisition of HW by TMP, to be effected by means of a  scheme  of
arrangement  under  section  425 of the Companies  Act.   The  Acquisition  is
conditional,  inter alia, on it being treated as a 'pooling of interests'  for
US GAAP.

- Under the Scheme, holders of HW Shares will be offered new TMP Shares to the
value  of  130p for each HW Share held.  The number of new TMP  Shares  to  be
issued for each HW Share will be derived from the average closing price  of  a
TMP Share for the twenty NASDAQ trading days prior to the Final Court Hearing.
The  average  closing price will be subject to a minimum of $58  per  new  TMP
Share. The new TMP Shares will be listed on NASDAQ.

-  The Acquisition values the entire issued and to be issued share capital  of
HW  at approximately £35.8 million.  The Acquisition Price of 130p for each HW
Share  represents a premium of approximately 65.6 per cent.  over  the  middle
market closing price of 78.5p per HW Share (as published in the Daily Official
List) on 6 September 1999, the last business day before the announcement by HW
that  it  had received approaches which may or may not lead to an offer  being
made for HW.

-  TMP is one of the world's largest recruitment advertising agencies and  one
of  the  United States' largest search and selection agencies.  'monster.com',
the  flagship product of TMP's Internet business, is a leading global  on-line
recruitment network and has recently expanded into the United Kingdom with the
launch  of  'monster.co.uk'.  In addition, TMP is  the  largest  yellow  pages
advertising agency in the United States.

-  Credit  Lyonnais Securities is acting as financial adviser to HW Group  and
Beeson Gregory is acting as financial adviser to TMP.

-  HW also announces its unaudited interim results for the six months ended 30
September  1999 which show a profit before taxation of £1.4 million,  compared
to £1.9 million for the same period last year.  Further details of the interim
results are set out in Part 2 of this announcement.

Commenting on today's announcement, Andrew McKelvey, Chairman of TMP Worldwide
Inc., said:

'I  am  happy  to welcome HW Group and all its employees into the  TMP  Group.
Through  HW  Group  we can expand 'monster.co.uk' in the  United  Kingdom  and
continue the worldwide development of our recruitment businesses.'

Richard Mead, Chairman of HW Group PLC, said:

'We  believe  that  by joining with TMP we are offering our  shareholders  the
opportunity  to  roll over their investments in HW into  one  of  the  world's
leading  recruitment businesses.  We are  impressed by TMP's business  and  we
see HW Group as a good fit with TMP, both by geography and by activity.'

Andrew Banks, Chief Executive Officer of TMP's worldwide executive resourcing
business, said:
  
'We  see  HW  Group as an integral part of our European and global  resourcing
business. Its strength in financial and other specialist areas of recruitment,
together  with  its  expertise in executive contracting, will  complement  our
existing operations, providing synergies and an infrastructure for growth.'

Graham Palfery-Smith, Chief Executive of HW Group PLC, said:

'We  believe  that  this  deal  represents an  exciting  opportunity  for  our
shareholders, our customers and our staff. By joining with TMP  we  will  help
establish  'monster.com' as the European leader in Internet  based  resourcing
solutions, a position TMP already holds in the United States. We see TMP as  a
company  that  has  a  clear strategy focused upon the Internet  and  we  look
forward to being a part of this strategy.'

This summary should be read in conjunction with the full text of the following
announcement.

Press enquiries:

HW Group PLC        Richard Mead/Graham          0207 240 2101
                    Palfery-Smith
                                                               
Credit Lyonnais     Nicholas Naylor               0207 588 4000
Securities
                                                               
Buchanan            Richard Oldworth/Andy Yeo     0207 466 5000
Communications
                                                               
                                                               
TMP Worldwide Inc.  Andrew Banks              00 1 917 561 0345
                                                           
                                                               
Beeson Gregory      Chris Callaway                0207 488 4040

This  announcement contains forward-looking statements including, with respect
to  the  completion  of  the  Acquisition, the  integration  of  services  and
opportunities relating to the Acquisition.  As such statements apply to future
events, they are subject to risks and uncertainties which may cause the actual
results to differ materially, including, without limitation, the risk that the
Acquisition  will  not  be  completed,  integration  risks  related   to   the
Acquisition and the risk that the anticipated benefits of the Acquisition will
not be realised.

The  directors  of HW accept responsibility for the information  contained  in
this  announcement, other than the information relating to the TMP Group,  the
directors  of TMP and members of their immediate families and related  trusts.
To the best of the knowledge and belief of the directors of HW (who have taken
all  reasonable  care  to  ensure  that such is  the  case),  the  information
contained  in  this  announcement, for which they take responsibility,  is  in
accordance  with  the facts and does not omit anything likely  to  affect  the
import of such information.

The  directors of TMP accept responsibility for the information  contained  in
this  announcement, other than the information relating to the HW  Group,  the
directors  of  HW and members of their immediate families and related  trusts.
To  the  best  of the knowledge and belief of the directors of TMP  (who  have
taken  all  reasonable care to ensure that such is the case), the  information
contained  in  this  announcement, for which they take responsibility,  is  in
accordance  with  the facts and does not omit anything likely  to  affect  the
import of such information.

This announcement (except for the unaudited interim results of HW for the  six
months  ended  30  September  1999)  has  been  approved  by  Credit  Lyonnais
Securities  and Beeson Gregory solely for the purposes of section  57  of  the
Financial Services Act 1986.

Credit  Lyonnais Securities, which is regulated by The Securities and  Futures
Authority  Limited,  is acting for HW and no-one else in connection  with  the
Acquisition and will not be responsible to anyone other than HW for  providing
the  protections afforded to customers of Credit Lyonnais Securities, nor  for
providing advice in relation to the Acquisition.

Beeson  Gregory,  which is regulated by The Securities and  Futures  Authority
Limited,  is acting for TMP and no-one else in connection with the Acquisition
and  will  not  be  responsible to anyone other than  TMP  for  providing  the
protections afforded to customers of Beeson Gregory, nor for providing  advice
in relation to the Acquisition.

This  announcement does not constitute an offer or an invitation  to  purchase
any securities.

Copies  of  this  announcement are not being,  and  must  not  be,  mailed  or
otherwise  distributed  or  sent in or into Canada,  Australia  or  Japan  and
persons  receiving  this  announcement  (including  custodians,  nominees  and
trustees)  must  not distribute or send it into or from Canada,  Australia  or
Japan.

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

                                                              24 November 1999

PART 1


Recommended acquisition of HW Group PLC by TMP Worldwide Inc.

and

Announcement of HW Group's unaudited interim results for the six months ended
30 September 1999


1.    Introduction

The  boards  of  TMP and HW announce that they have reached agreement  on  the
terms of the recommended acquisition of HW by TMP, to be effected by means  of
a  scheme  of arrangement.  As consideration HW Shareholders will receive  new
TMP Shares, which will be listed on NASDAQ.

The Acquisition values the entire issued and to be issued share capital of  HW
at  approximately £35.8 million (assuming exercise of all outstanding  options
over  HW Shares).  The Acquisition Price represents a premium of approximately
65.6 per cent. over the middle market closing price of 78.5p per HW Share  (as
published  in the Daily Official List) on 6 September 1999, the last  business
day before the commencement of the Offer Period and a premium of approximately
6.1  per cent. over the middle market closing price of 122.5p per HW Share (as
published  in the Daily Official List) on 23 November 1999, the last  business
day prior to this announcement.

The  HW  Board,  which  has  been so advised by  Credit  Lyonnais  Securities,
considers  the  terms  of  the  Acquisition to be  fair  and  reasonable.   In
providing  its  advice to the HW Board, Credit Lyonnais Securities  has  taken
into account the commercial assessments of the directors of HW.

The  directors of HW will be unanimously recommending HW Shareholders to  vote
in  favour of the Scheme at the Meetings to be convened to approve the Scheme,
as  they  intend  to do in respect of all of their beneficial holdings  of  HW
Shares, representing, in aggregate, approximately 20.9 per cent. of the issued
HW Shares.

The  directors  of HW and certain other HW Shareholders have  confirmed  their
intention  to  vote  in favour of the Scheme at the Meetings  to  approve  the
Scheme,  in  respect  of  their registered holdings of  HW  Shares,  currently
representing in aggregate 12,323,573 HW Shares (being approximately  46.3  per
cent. of the HW Shares currently in issue).

HW today also announces its unaudited interim results for the six months ended
30  September  1999, further details of which are set out in Part  2  of  this
announcement.

2.   Terms of the Acquisition

Under  the  Scheme,  TMP will issue new TMP Shares to HW Shareholders  on  the
register on the Record Date, on the following basis:

for each HW Share                  130p in new TMP Shares


The  number of new TMP Shares to be issued for each HW Share will be based  on
the  average  closing price of a TMP Share (as published in the  NASDAQ  Stock
Market  section contained in the Financial Times (UK edition)) for the  twenty
NASDAQ trading days prior to the Final Court Hearing and will be subject to  a
minimum average price of $58 per new TMP Share.  The average closing price  of
a  TMP  Share  will  be  converted into sterling at  the  closing  mid  market
sterling/US  dollar  spot  price, as published  in  the  Financial  Times  (UK
edition), on the day prior to the Final Court Hearing.  The financial  effects
of  the  Acquisition  on HW Shareholders are set out in  Appendix  I  to  this
announcement.

No fractions of TMP Shares will be issued to HW Shareholders, who will instead
receive cash (without interest and payable in sterling) from TMP in respect of
their fractional entitlements as if such fractional entitlements had been sold
at  the  closing price of a TMP Share (as published in the NASDAQ Stock Market
section  contained in the Financial Times (UK edition)) on the NASDAQ  trading
day  immediately following the Effective Date and converted into  sterling  at
the  closing  mid  market sterling/US dollar spot price (as published  in  the
Financial Times (UK edition)) prevailing on that date, except that amounts  of
less  than £3.00 will not be paid but will be aggregated and retained for  the
benefit of the Combined Group.

HW has the right to withdraw from the Scheme if either:

(i)  the closing price of a TMP Share (as published in the NASDAQ Stock Market
section  contained in the Financial Times (UK edition)) falls  below  $50  for
each of the three NASDAQ trading days before the Final Court Hearing;  or

(ii) the closing price of a TMP Share (as published in the NASDAQ Stock Market
section  contained in the Financial Times (UK edition)) falls  below  $50  for
five consecutive NASDAQ trading days between the date of this announcement and
the Final Court Hearing.

In  such  an event, the termination fee referred to in paragraph 9 below  will
not be payable by HW Group.

3.   Reasons for the Acquisition

Following  the announcement made by HW on 7 September 1999 to the effect  that
it had received approaches that may or may not lead to an offer being made for
HW,  the  HW  Board  has  been in discussions with several  parties  who  have
expressed  an interest in acquiring HW.  As a consequence of these discussions
certain of these parties made indicative proposals to the Board of HW.   After
careful consideration, and based upon all of the information available at  the
time  of  this  announcement, the HW Board has concluded that  TMP's  proposal
offers  HW  Shareholders the greatest certainty and the  best  opportunity  to
realise  their investments in HW, and is accordingly in the best interests  of
all HW Shareholders.

The  Acquisition  will  continue the expansion of TMP's search  and  selection
business  and  will help TMP consolidate its position as one  of  the  world's
leading  recruitment consultancies.  The directors of TMP and HW believe  that
the Acquisition represents an opportunity for both companies and will:

-  allow TMP to continue to build its position in Europe's traditional and on-
line  recruitment markets through HW Group's presence in the United  Kingdom's
professional recruitment markets;

- give TMP the platform from which it can expand its European operations;

-  enable  TMP,  in  one  step,  to  add to the  scale  of  the  operation  of
'monster.co.uk'  -  the United Kingdom operation of TMP's US  leading  on-line
recruitment network, 'monster.com'; and

-  assist both TMP and HW Group in enhancing the recruitment services  offered
to multi-national corporations and an international work force.

In addition, the directors of HW believe that the Acquisition will provide the
following benefits:

- give HW Group access to the financial resources to strengthen its businesses
within the United Kingdom and to expand these businesses into Europe;

-  provide  significant opportunities for HW Group to capitalise on  the  well
established  market for young qualified accountants, lawyers  and  information
technology personnel moving annually between the United Kingdom, Australia and
New Zealand;

- enable HW Group to provide comprehensive on-line recruitment services in the
United Kingdom through the 'monster.com' network;

-  bring  the  benefits of being part of a global organisation to  HW  Group's
employees and clients; and

-  enable  HW  Shareholders to participate in the prospects for  the  Combined
Group through holding TMP Shares.

4.    Information on TMP

TMP  was  founded  in 1967 and currently has more than 6,300 employees  in  25
countries.  TMP is the United States' on-line recruitment leader, one  of  the
world's  largest  recruitment advertising agencies   and  one  of  the  United
States'  largest  search and selection agencies.  It is headquartered  in  New
York and is the United States' largest yellow pages advertising agency.

'monster.com',  the  flagship  product of TMP's  interactive  business,  is  a
leading   global  on-line  recruitment  network.  The  'monster.com'   network
currently  consists  of  websites in the United  States,  Canada,  the  United
Kingdom,  the  Netherlands,  Australia, Belgium,  France,  Singapore  and  New
Zealand.  In September of this year, 'monster.com' received approximately  9.6
million  visits  according to Nielsen/I-PRO. Over 2 million  individuals  have
posted  their  resumes  on the 'monster.com' resume database  and  job  seeker
membership  exceeds  4  million people world-wide.  According  to  independent
research  released  by  Media Metrix 4.1 per cent.  of  the  63.0  million  US
Internet users visited the 'monster.com' website during the month of September
1999. Each visitor spent an average of 26.1 minutes on 'monster.com'.

TMP  has  recently expanded its search and selection activities.  TMP's  major
brands  include TASA, TMP Worldwide Search and Highland in the  US,  Morgan  &
Banks   in   the  Asia-Pacific region and several recruitment  brands  in  the
United Kingdom including TMP MSL, TMP Reynell Legal, TMP MDK and TMP TMN.

TMP  Shares  are traded on NASDAQ (NASDAQ:  TMPW) and, based on a closing  TMP
Share  price  of $91.5 on 23 November 1999 (as published in the  NASDAQ  Stock
Market  section contained in the Financial Times (UK edition) on  24  November
1999), TMP had a market capitalisation of approximately $3,700 million (£2,275
million).

For  the  year ended 31 December 1998, based on the Current Report on Form  8K
filed  with the SEC on 30 September 1999, TMP reported operating income  $65.9
million  (1997:   $58.7 million) before merger, integration and  restructuring
costs on commissions and fees of $637.5 million (1997: $518.5 million).  As at
31 December 1998, based on the Current Report on Form 8K filed with the SEC on
30  September  1999,  TMP  had  net assets of $224.9  million  (1997:   $161.2
million). The Internet division generated approximately 7.9 per cent. of TMP's
net  commissions and fees for the year ended 31 December 1998 compared to  the
Recruitment Advertising and Yellow Pages Advertising divisions which generated
approximately  27.9  per  cent. and 16.7 per cent., respectively.  Search  and
Selection  and Temporary Contracting were responsible for 40.1 per  cent.  and
7.4 per cent. of TMP's commissions and fees for the same period, respectively.

For the nine months ended 30 September 1999, based on the Quarterly Report  on
Form 10Q filed with the SEC on 15 November 1999, TMP reported operating income
of  $49.5  million  (1998:  $56.6  million)  before  merger,  integration  and
restructuring  costs on commissions and fees of $539.5 million  (1998:  $479.9
million).  As at 30 September 1999, based on the Quarterly Report on Form  10Q
filed  with the SEC on 15 November 1999, TMP had net assets of $258.3 million.
The  Internet  division generated approximately 15.4 per cent.  of  TMP's  net
commissions  and fees for the nine months ended 30 September 1999 compared  to
the  Recruitment  Advertising  and Yellow Pages  Advertising  divisions  which
generated  approximately  25.0  per cent. and 14.7  per  cent.,  respectively.
Search  and Selection and Temporary Contracting were responsible for 36.6  per
cent.  and  8.3 per cent. of TMP's commissions and fees for the  same  period,
respectively.

5.    Information on HW Group

HW  Group is a specialist professional recruitment consultancy group with well
established  branding in the financial and legal markets  and  a  presence  in
executive,  information technology and international recruitment  disciplines.
Established  in 1959, HW Group places both permanent and contract professional
staff  across  a  broad range of sectors and clients. HW  Group's  recruitment
brands  comprise  HW  Harrison  Willis Financial  (financial  and  accountancy
recruitment),  HW  Daniels  Bates  Legal (legal  recruitment),  HW  Technology
Recruitment  (information  technology recruitment), HW  Executive  Recruitment
(commercial and technical recruitment) and HW International Search & Selection
(international recruitment). HW Group floated on the London Stock Exchange  in
June 1998.

HW  Group currently has 355 employees operating from 17 offices throughout the
United  Kingdom  and  Ireland.  In addition, HW Group has  recently  commenced
operations in Australia.

For  the  year  ended  31  March 1999, HW Group reported  profit  on  ordinary
activities  before taxation of £4.0 million (1998:  £2.8 million) on  net  fee
income  of  £28.3  million (1998:  £23.0 million).  In this period,  permanent
placements  accounted  for  65.2 per cent. of  net  fee  income  and  contract
placements  accounted  for  34.8 per cent. of net  fee  income.   Finance  and
accounting represented 70.6 per cent. of net fee income, legal represented 9.6
per  cent.,  information  technology  represented  4.0  per  cent.  and  other
recruitment disciplines represented 15.8 per cent. of net fee income.   As  at
31 March 1999, HW Group had net assets of £6.1 million.

In  a statement issued at the HW's annual general meeting on 3 September 1999,
the  Chairman of HW warned that continuing caution had dominated the permanent
recruitment market and that HW Group's overall operating profits for the first
five  months of the current year had been disappointing.  The directors of  HW
believe  that, whilst the permanent recruitment market has still not  returned
to  the levels of activity experienced in the first three quarters of 1998, it
has   stabilised  and  HW  Group  has  been  actively  recruiting   additional
consultants in the expectation of further recovery.  The additional  overheads
will  have an adverse effect on the immediate results of HW Group but  as  the
new  consultants become productive, HW Group is confident that net fee  income
will  benefit considerably.  HW Group's contract staff business has  continued
to perform slightly ahead of the directors of HW's expectations.

HW  has today announced its unaudited interim results for the six months ended
30  September  1999.   These results show a profit  before  taxation  of  £1.4
million  (1998: £1.9 million) on net fee income of £13.8 million (1998:  £14.5
million).   In this period, permanent placements accounted for 59.5 per  cent.
of  net fee income and contract placements accounted for 40.5 per cent. of net
fee  income.   Finance and accounting represented 69.5 per cent.  of  net  fee
income,  legal represented 11.0 per cent., information technology  represented
5.7 per cent. and other recruitment disciplines represented 13.8 per cent.  of
net  fee  income.  As at 30 September 1999, HW Group had net  assets  of  £6.7
million.  The HW Board has today declared an interim dividend of 1.0p  per  HW
Share (1998: 1.0p).  This interim dividend will be paid on 9 February 2000  to
HW  Shareholders on the register of members on 6 January 2000.  The full  text
of HW's interim results is set out in Part 2 of this announcement.

6.    Management and employees

TMP  attaches  great importance to the skills and experience of  the  existing
management and employees of  HW Group and believes that they will benefit from
greater opportunities within the Combined Group.  TMP has given assurances  to
the  HW  Board that the existing rights of employees of the HW Group  will  be
fully safeguarded.

Following  the  Acquisition, TMP will establish, consistent with  similar  TMP
incentive  plans, an incentive and retention plan for the benefit  of  certain
key HW Group employees.

7.    HW Share Option Schemes

Prior  to,  or at the same time as, the publication of the Scheme Circular  an
explanatory  letter  will be sent to holders of options  under  the  HW  Share
Option  Schemes  explaining their entitlement to exercise their  options.   In
accordance with the terms of the HW Share Option Schemes, all options  granted
under such Share Option Schemes which are not already exerciseable will become
exerciseable  for  a period of six months after the date of  the  Final  Court
Order, expected to be in February 2000, and will then lapse.

As  the Scheme will apply only to HW Shares in issue at the Record Date, it is
proposed  to  amend  the articles of association of HW  at  the  Extraordinary
General  Meeting  to  provide that, if the Scheme becomes  effective,  any  HW
Shares  issued  after  the  Record  Date will automatically  (and  immediately
following issue) be transferred to TMP in exchange for new TMP Shares  on  the
same  basis  as under the Scheme. Consequently, participants in the  HW  Share
Option  Schemes who exercise any options after the Scheme has become effective
will receive TMP Shares in the same ratio as under the Scheme.

Prior to, or at the same time as, the publication of the Scheme Circular,  the
consent of the requisite majority of optionholders under each of the HW  Share
Option  Schemes  (other  than the HW Group PLC Employee Savings-Related  Share
Option  Scheme) will be sought to the proposed amendments to be  made  to  the
rules of each such Share Option Scheme at the Extraordinary General Meeting to
permit  options  granted  under  each of  such  Share  Option  Schemes  to  be
exercisable  in  respect  of TMP Shares as opposed to  HW  Shares  immediately
following  the  Scheme  becoming effective (or other  arrangements  reasonably
satisfactory to TMP being put in place in respect of all such optionholders).

8.    Further terms and conditions of the Acquisition

The  Scheme will be conditional, inter alia, on the consent of HW Shareholders
and  the  approval of the Court.  It is currently expected that  the  Meetings
will  be  held  in January 2000 and that the Scheme will become  effective  in
February 2000.

The  new  TMP  Shares to be issued as consideration under the Scheme  will  be
issued  fully paid and non-assessable, free from all liens, equities, charges,
encumbrances, rights of pre-emption and other third party interests (except to
the  extent imposed by applicable law) and together with all rights  attaching
thereto at the time such shares are issued including the right to receive  and
retain  all dividends or other distributions payable to shareholders of record
on or after the Effective Date.

HW Shareholders will be entitled to receive and retain the HW interim dividend
for  the  six months ended 30 September 1999, declared today, of 1.0p  per  HW
Share.

The  conditions and certain further terms of the Acquisition are  set  out  in
Appendix II to this announcement.

9.    Structure of the Transaction

The  Acquisition will be effected by means of a scheme of arrangement  between
HW  and  its  shareholders  under section 425  of  the  Companies  Act.   This
procedure  involves an application by HW to the Court to sanction  the  Scheme
and confirm the cancellation of all of the Scheme Shares, in consideration for
which HW Shareholders will receive new TMP Shares on the basis set out above.

Before  the Final Court Order can be sought, the Scheme will require  approval
by HW Shareholders at a Court-convened meeting and approval by HW Shareholders
of a special resolution to be proposed at the Extraordinary General Meeting.

Once  the necessary approvals from HW Shareholders have been obtained and  the
other  conditions have been satisfied or (where applicable) waived, the Scheme
will become effective upon sanction by the Court and registration of the Final
Court  Order  by  the Registrar of Companies in England and  Wales.   This  is
expected to occur in February 2000.

The  Court  Meeting will be convened by order of the Court for the purpose  of
considering  and,  if  thought  fit, approving the  Scheme  (with  or  without
modification).  The Scheme will be approved at the Court Meeting if a majority
in  number representing not less than three-fourths in value of the holders of
HW Shares present and voting, either in person or by proxy, votes in favour of
the Scheme.

The  Extraordinary General Meeting of HW Shareholders will be convened for the
purpose  of  considering and, if thought fit, passing a special resolution  to
approve the reduction in HW's share capital and amendments to the articles  of
association of HW necessary to implement the Scheme and amendments to  the  HW
Share Option Schemes.

TMP  and  HW  have  entered  into  the  Transaction  Agreement  regarding  the
implementation  of the Acquisition and the Scheme.  Each party has  undertaken
to  use  reasonable endeavours to achieve satisfaction of the  conditions  for
completion  of  the  Acquisition.   In particular,  both  parties  have  given
undertakings in relation to the requirement that the Acquisition qualifies for
a  'pooling  of interests' accounting treatment under US GAAP. The Transaction
Agreement can be terminated by either party in certain circumstances including
by HW in the circumstances set out in paragraph 2 above.

In addition, under the Transaction Agreement, HW has agreed to pay TMP, to the
extent  permitted  by law, a fee equal to one per cent. of the  value  of  the
Acquisition  (calculated using the Acquisition Price) if the Acquisition  does
not proceed for the following reasons:

i)  the  directors of HW withdraw their recommendation of the Scheme or modify
the  Scheme in any adverse way to TMP (other than in the circumstances set out
in paragraph 2 above);  or

ii)  an  alternative offer for HW (other than the Scheme),  which  has  been
announced prior to 28 February 2000, is then completed.

TMP  has agreed that if the Scheme does not proceed due to the failure of  the
condition in paragraph 4 of Appendix II (trading on NASDAQ) or (other than due
to  an act of an existing HW Affiliate) in paragraph 5 of Appendix II (pooling
of  interests),  then  TMP will pay the reasonable fees of  HW's  professional
advisers.  Either party will pay the other's reasonable professional advisers'
fees if it unilaterally withdraws from the Acquisition and the Scheme.

The  directors  of HW and certain other HW Shareholders  have confirmed  their
intention  to  vote  in favour of the Scheme at the Meetings  to  approve  the
Scheme  in  respect  of  their registered holdings  of  HW  Shares,  currently
representing in aggregate 12,323,573 HW Shares (being approximately  46.3  per
cent. of the HW Shares currently in issue).

10.  Directors' interests and Affiliate Agreements

In  order  to  ensure  that TMP may obtain the benefit of accounting  for  the
Acquisition  as a 'pooling of interests' under US GAAP, it is a  condition  of
the  Acquisition that all of the directors of HW and all other  HW  Affiliates
enter into Affiliate Agreements with TMP.  These Affiliate Agreements have the
effect of regulating the Affiliates' abilities to deal in the HW Shares  which
they  currently  own and the new TMP Shares to be issued  to  them  under  the
Scheme  or  following exercise of their options over HW Shares.   Under  these
Affiliate Agreements, the Affiliates agree not in any way to reduce  or commit
to  reduce  their risk with respect to any HW Shares or TMP Shares (except  as
contemplated  by  the Scheme) during the period commencing  15  December  1999
until  TMP has filed with the SEC a set of financial results covering at least
30 days of operations of the Combined Group.  Assuming that the Scheme becomes
effective in February 2000, it is expected that such results will be filed  in
May 2000.

11.  Factors in assessing an investment in TMP Shares

TMP  Shares are listed on NASDAQ and the Australian Stock Exchange but are not
listed  on the London Stock Exchange or any other stock exchange.  TMP  Shares
are  denominated in US dollars and thus there is also a risk that the sterling
value  of TMP Shares will be affected by currency movements. In addition,  the
US  equity  markets are trading overall at or near historical  highs  and  any
decline in general market conditions would be likely to affect adversely TMP's
share  price. Likewise, a failure of TMP to achieve its expected  revenue  and
earnings level would also be likely to affect adversely TMP's share price.

TMP, along with many other US companies with similar growth profiles, has  not
to date paid any dividends on its shares and has no current intention of doing
so.  TMP  currently intends to retain any earnings to finance  operations  and
expansion  and,  therefore,  does  not  anticipate  paying  or  declaring  any
dividends.

Further details of the TMP Shares will be set out in the Scheme Circular.

12.  Formal documentation

The  formal  documentation relating to the Acquisition  will  be  sent  to  HW
Shareholders  in  due  course.  The Scheme Circular will include  the  notices
convening  the  Meetings  and will specify the  actions  to  be  taken  by  HW
Shareholders.

13.  Expected timetable

The  following is the expected timetable for the Scheme (which may be  subject
to change):

Posting of Scheme Circular                        December 1999
                                                               
Court  Meeting and Extraordinary                   January 2000
General Meeting
                                                               
Final  Court Hearing to sanction                  February 2000
the Scheme
                                                               
Scheme  of  Arrangement  becomes                  February 2000
effective

14. General

The Acquisition will be subject to the conditions and further terms set out in
this  announcement (including Appendix II to this announcement)  and  to  such
other  terms to be set out in the Scheme Circular as may be required to comply
with applicable law and regulation, including the provisions of the City Code.
Persons  not  resident in the UK may be affected by the laws of  the  relevant
jurisdiction  and  should inform themselves about and observe  any  applicable
requirements.

Neither TMP nor any of its directors, nor, so far as TMP is aware, any  person
acting  in concert with TMP, owns or controls any HW Shares or has any  option
to  acquire  any  HW Shares or has entered into any derivative  referenced  to
securities of HW which remains outstanding.

Press enquiries:

HW Group PLC          Richard Mead/Graham         0207 240 2101
                      Palfery-Smith
                                                               
Credit Lyonnais       Nicholas Naylor             0207 588 4000
Securities
                                                               
Buchanan              Richard Oldworth/Andy Yeo   0207 466 5000
Communications       
                                                               
                                                               
TMP Worldwide Inc.    Andrew Banks            00 1 917 561 0345
                                                           
                                                               
Beeson Gregory        Chris Callaway              0207 488 4040

Definitions of certain expressions used in this announcement are  set  out  in
Appendix III to this announcement.

This  announcement contains forward-looking statements including, with respect
to  the  completion  of  the  Acquisition, the  integration  of  services  and
opportunities relating to the Acquisition.  As such statements apply to future
events, they are subject to risks and uncertainties which may cause the actual
results to differ materially, including, without limitation, the risk that the
Acquisition  will  not  be  completed,  integration  risks  related   to   the
Acquisition and the risk that the anticipated benefits of the Acquisition will
not be realised.

The  directors  of HW accept responsibility for the information  contained  in
this  announcement, other than the information relating to the TMP Group,  the
directors  of TMP and members of their immediate families and related  trusts.
To the best of the knowledge and belief of the directors of HW (who have taken
all  reasonable  care  to  ensure  that such is  the  case),  the  information
contained  in  this  announcement, for which they take responsibility,  is  in
accordance  with  the facts and does not omit anything likely  to  affect  the
import of such information.

The  directors of TMP accept responsibility for the information  contained  in
this  announcement, other than the information relating to the HW  Group,  the
directors  of  HW and members of their immediate families and related  trusts.
To  the  best  of the knowledge and belief of the directors of TMP  (who  have
taken  all  reasonable care to ensure that such is the case), the  information
contained  in  this  announcement, for which they take responsibility,  is  in
accordance  with  the facts and does not omit anything likely  to  affect  the
import of such information.

This announcement (except for the unaudited interim results of HW for the  six
months  ended  30  September  1999)  has  been  approved  by  Credit  Lyonnais
Securities  and Beeson Gregory solely for the purposes of section  57  of  the
Financial Services Act 1986.

Credit  Lyonnais Securities, which is regulated by The Securities and  Futures
Authority  Limited,  is acting for HW and no-one else in connection  with  the
Acquisition and will not be responsible to anyone other than HW for  providing
the  protections afforded to customers of Credit Lyonnais Securities, nor  for
providing advice in relation to the Acquisition.

Beeson  Gregory,  which is regulated by The Securities and  Futures  Authority
Limited,  is acting for TMP and no-one else in connection with the Acquisition
and  will  not  be  responsible to anyone other than  TMP  for  providing  the
protections afforded to customers of Beeson Gregory, nor for providing  advice
in relation to the Acquisition.

This  announcement does not constitute an offer or an invitation  to  purchase
any securities.

Copies  of  this  announcement are not being,  and  must  not  be,  mailed  or
otherwise  distributed  or  sent in or into Canada,  Australia  or  Japan  and
persons  receiving  this  announcement  (including  custodians,  nominees  and
trustees)  must  not distribute or send it into or from Canada,  Australia  or
Japan.

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