Offer Lapsed

Macfarlane Group PLC
18 December 2000

                      PRESS ANNOUNCEMENT
                               
  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
                        UNITED STATES,
      CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN



   MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH
                   POLYTHENE INDUSTRIES PLC


ANNOUNCEMENT OF ACCEPTANCE LEVELS AND LAPSE OF OFFER

Macfarlane announces that as at 1.00 p.m. on 16 December  2000
(being  the  final closing date of the Increased Final  Offer)
valid  acceptances  of  the Increased  Final  Offer  had  been
received  in  respect  of  a total of  8,097,503  BPI  shares,
representing approximately 21.9 per cent. of the issued  share
capital of BPI.

Together  with  the 4,872,398 BPI shares owned  by  Macfarlane
(approximately 13.2 per cent. of the issued share  capital  of
BPI)  of  which  325,000 BPI shares were  held  by  Macfarlane
before  the start of the offer period (approximately 0.88  per
cent. of the issued share capital of BPI), Macfarlane now owns
or   has   secured  acceptances  over  12,969,901  BPI  shares
representing approximately 35.1 per cent. of the issued  share
capital of BPI.

Accordingly, the Increased Final Offer for BPI has lapsed  and
is   no   longer  open  for  acceptance.  Documents  of  title
accompanying acceptances of the Increased Final Offer will now
be returned as soon as practicable.


Save  as  disclosed above, neither Macfarlane nor any  persons
acting  in  concert with Macfarlane owned any BPI  shares  (or
rights over such shares) immediately prior to the commencement
of  the  Offer Period, nor have acquired or agreed to  acquire
any  BPI shares (or rights over such shares) during the  Offer
Period.

This  announcement should be read in conjunction with  the
Original Offer Document, the document sent to BPI shareholders
on  2  November 2000, the Increased Final Offer Document,  the
letters sent to BPI shareholders on 8 and 12 December 2000 and
the  Revised  Form of Acceptance. Terms defined in  the  above
documents  have the same meanings when used herein unless  the
context requires otherwise.

*    Macfarlane  reserves  the right  to  revise  and/or 
     increase and/or extend the Increased Final Offer  in  the
     event  of a competitive situation (as determined  by  the
     Panel)  arising  or  otherwise with the  consent  of  the
     Panel.




Enquiries:

Macfarlane Group PLC
Iain Duffin                                  0141 333 9666

Noble Grossart Limited
Sir Angus Grossart                           0131 226 7011
Todd Nugent

HSBC
John Hannaford                               020 7336 9000

Bell Pottinger
David Rydell/ Kate Power                     020 7353 9203

Beattie Media
Gordon Beattie                                01698 787878



The  directors  of  Macfarlane (whose names  are  set  out  in
paragraph  2 of part 7 of the Original Offer Document)  accept
responsibility   for  the  information   contained   in   this
announcement  and to the best of the knowledge and  belief  of
the  directors  of Macfarlane (who have taken  all  reasonable
care  to  ensure  that  such  is the  case),  the  information
contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such
information.

Noble  Grossart Limited, which is regulated in the UK  by  The
Securities  and  Futures  Authority  Limited,  is  acting  for
Macfarlane  and no one else in connection with  the  Increased
Final Offer, and will not be responsible to anyone other  than
Macfarlane for providing the protections afforded to customers
of Noble Grossart Limited, or for providing advice in relation
to   the   Increased  Final  Offer.   The  contents  of   this
announcement have been approved by Noble Grossart Limited  for
the  purpose only of Section 57 of the Financial Services  Act
1986.