Merger with Mirror Gp -Pt1

TRINITY PLC
30 July 1999

PART 1               



Not  for  release, publication or distribution in or into  the
United States of America, Canada, Australia or Japan


              Merger of Trinity and Mirror Group
     creating the UK's largest newspaper publishing group

Introduction

*    The boards of Trinity and Mirror Group announce that they
     have reached agreement on the terms of a proposed merger to
     form Trinity Mirror plc, creating a major UK media group with
     a unique combination of national and regional brands.  The
     Merged Group will be the largest newspaper publisher in the UK
     by weekly circulation and will be:

     -    the largest regional newspaper publisher in the UK with a
          broad and diverse range of leading regional and local
          newspaper titles with particular strengths in the Midlands,
          the North East, the North West, Scotland and Wales

     -    the second largest national newspaper publisher in the
          UK, publishing The Mirror, Sunday Mirror and Sunday People
          together with the leading sports publication The Racing Post

     -    the largest newspaper publisher in Scotland, publishing
          the Daily Record and Sunday Mail

Terms

*    Under  the terms of the Merger, Mirror Group Shareholders
     will receive 0.325 New Trinity Shares and 82p in cash for each
     Mirror Group Share.  Trinity and Mirror Group Shareholders
     will hold approximately 48.4 per cent. and 51.6 per cent.
     respectively of the Merged Group's issued share capital

*    The terms of the Merger value each Mirror Group Share  at
     approximately 271.5p and the whole of the issued share capital
     of Mirror Group at £1,241 million

*    The  Merger  terms will provide Mirror Group Shareholders
     with a mix and match facility which will allow them to vary
     the proportions in which they receive New Trinity Shares and
     cash

*    The  Merger  has the unanimous support and recommendation
     of the boards of both Trinity and Mirror Group

*    Irrevocable undertakings to accept the Merger terms  have
     been received from Phillips & Drew Fund Management Limited (in
     respect  of approximately 14.7 per cent. of Mirror  Group
     Shares) and the Directors of Mirror Group who hold Mirror
     Group Shares (in respect of 0.02 per cent. of Mirror Group
     Shares)

Benefits of the Merger

*   The  boards  of  Trinity and Mirror Group  believe  that
    significant  value  can be created from  the  considerable
    commercial, financial and strategic benefits resulting from a
    combination of the two companies given the Merged  Group's
    financial scale and strength

*    The  Merged  Group  will be able  to  exploit  new  media
     opportunities by leveraging off its enhanced content, consumer
     reach  and ability to deliver on-line communities thereby
     generating advertising and e-commerce revenue opportunities

*    The  Merged  Group  will  have balanced  revenue  streams
     generating  broadly equivalent levels  of  turnover  from
     advertising revenues and other revenues, including circulation

*    The boards of Trinity and Mirror Group expect that annual
     pre-tax cost savings will amount to at least £15 million by
     the end of 2002

*    If the Merger had completed on 1 January 1998, the Merged
     Group would have had Pro Forma Turnover of £1,003 million and
     Pro Forma Operating Profit of £217 million  in 1998

*    The  aggregate market capitalisation of the Merged  Group
     would be approximately £1,604 million, based on current market
     values and after deducting the cash payable to Mirror Group
     Shareholders

Management and offices

*    The  Merged  Group  will benefit from  the  strength  and
     experience of the management teams of both companies.  The
     board of the Merged Group will be drawn equally from  the
     boards of Trinity and Mirror Group

*    Sir Victor Blank will be Chairman and Peter Birch will be
     the senior non-executive director of the Merged Group.  The
     executive  will comprise: Philip Graf who will  be  Chief
     Executive; John Allwood who will be Deputy Chief Executive and
     Finance  Director;  Mike Masters who  will  have  overall
     responsibility  for  Scotland and Ireland,  the  regional
     businesses and the magazine and exhibition businesses; Stephen
     Parker  and  Mark  Haysom  who  will  each  have  certain
     responsibilities for parts of the regional businesses; Roger
     Eastoe who will be responsible for the national titles and The
     Racing Post; Cornel Riklin who will be responsible for group
     operations  and new media; and Paul Vickers who  will  be
     responsible for corporate and legal services

*    The  Merged Group will have its head office in London and
     registered office in Chester


Sir Victor Blank, Chairman of Mirror Group, said:

'The  Merger creates a powerful media group with a significant
competitive  advantage.  The strategic  fit  between  our  two
businesses  enables us to build further on our  market-leading
positions and unique stable of national and regional titles.'

Peter Birch, Chairman of Trinity, said:

'The  combination of Trinity and Mirror Group will create  the
largest  newspaper  publishing  group  in  the  UK  by  weekly
circulation.   The Merged Group will have enhanced  scale  and
financial  strength  providing a strong  platform  for  future
expansion and enabling it to take a leading role in the  media
industry.'

This  summary should be read in conjunction with the full text
of   the  announcement.   Appendix  III  to  the  announcement
contains the definitions of terms used in this summary and  in
the announcement.  A presentation to analysts will be held  at
9.30 am and a briefing for the press will be held at 11:30  am
today  at  the  City Presentation Centre, 4  Chiswell  Street,
London EC1.

Enquiries :

Trinity plc                           Mirror Group PLC  
Peter Birch       0171 457 2345       Sir Victor Blank  0171 293 3000
Philip Graf                           John Allwood      
                                                  
Greenhill & Co.                       SG Hambros Corporate Finance Advisory
Simon Borrows      0171 440 0400      Antony Beevor     0171 676 6000
                                      Geoffrey Austin   
                                                  
Salomon Smith Barney                  Warburg Dillon Read
Christian Purslow  0171 721 2000      Peter Kiernan     0171 567 8000
                                      Simon Warshaw     
                                                  
Gavin Anderson                        Finsbury          
Richard Constant   0171 457 2345      Rupert Younger    0171 251 3801
                                      Tom Hampson       

Greenhill  &  Co.,  which is regulated by The  Securities  and
Futures  Authority Limited, is acting for Trinity and  no  one
else in connection with the Merger and will not be responsible
to  anyone  other  than Trinity for providing the  protections
afforded  to  customers of Greenhill & Co., nor for  providing
advice in relation to the Merger.

Salomon Smith Barney, which is regulated by The Securities and
Futures  Authority Limited, is acting for Trinity and  no  one
else in connection with the Merger and will not be responsible
to  anyone  other  than Trinity for providing the  protections
afforded  to  customers  of  Salomon  Smith  Barney,  nor  for
providing advice in relation to the Merger.

SG  Hambros Corporate Finance Advisory, a division of  Societe 
Generale,  is acting for Mirror Group in connection  with  the
Merger  and no one else and will not be responsible to  anyone
other than Mirror Group for providing the protections afforded
to  customers of SG Hambros Corporate Finance Advisory nor for
providing advice in relation to the Merger.  Societe Generale
is  regulated by The Securities and Futures Authority  Limited
for the conduct of investment business in the UK.

Warburg  Dillon Read, the investment banking division  of  UBS
AG, which is regulated in the United Kingdom by The Securities
and  Futures Authority Limited, is acting for Mirror Group  in
connection  with the Merger and no one else and  will  not  be
responsible  to anyone other than Mirror Group  for  providing
the  protections afforded to customers of Warburg Dillon  Read
nor for providing advice in relation to the Merger.

The  availability of the Offer to persons not resident in  the
UK  may  be affected by the laws of the relevant jurisdiction.
Shareholders  who  are not resident in the  UK  should  inform
themselves about, and observe, any applicable requirements.

The  Offer  will  not be made, directly or indirectly,  in  or
into,  and  will not be capable of acceptance in or from,  the
United  States, Canada, Australia or Japan, subject to certain
exceptions.  Accordingly, this announcement is not being  and,
unless  the  agreement  of  Trinity is  obtained,  the  Merger
Document and any related offering documents will not  be,  and
must  not be, mailed or otherwise distributed or sent in, into
or  from  the  United States, Canada, Australia or  Japan  and
doing  so may render invalid any purported acceptance  of  the
Offer, subject to certain exceptions.

The New Trinity Shares to be issued pursuant to the Offer have
not  been  and will not be registered under the US  Securities
Act  of 1933, as amended, or under the securities laws of  any
state  or  other  jurisdiction of the United  States,  Canada,
Australia  or  Japan.   The  New Trinity  Shares  may  not  be
offered,  sold, resold, delivered or transferred, directly  or
indirectly, in or into the United States, Canada, Australia or
Japan  except  pursuant to exemptions from that Act  or  other
applicable  requirements of such jurisdictions  and  with  the
agreement  of Trinity.  This press release does not constitute
an  offer of securities for sale in the United States, Canada,
Australia or Japan.



                                                 

                                                  30 July 1999

Not  for  release, publication or distribution in or into  the
United States of America, Canada, Australia or Japan
                               
                               
              Merger of Trinity and Mirror Group
     creating the UK's largest newspaper publishing group

Introduction

The boards of Trinity and Mirror Group announce that they have
reached  agreement on the terms of a proposed merger  to  form
Trinity Mirror plc.  The combination of the two companies will
create  a  major  UK media group with a unique combination  of
national and regional brands.

The Merger is to be effected by way of a recommended offer  to
be  made by Greenhill & Co. and Salomon Smith Barney on behalf
of  Trinity  for  all  of the issued and to  be  issued  share
capital   of   Mirror  Group.   Trinity   and   Mirror   Group
Shareholders will hold approximately 48.4 per cent.  and  51.6
per  cent.  respectively of the issued share  capital  of  the
Merged  Group, assuming no further issue of shares and  before
the exercise of any options.

Under the terms of the Merger, Mirror Group Shareholders  will
receive 0.325 of a New Trinity Share and 82p in cash for  each
Mirror Group Share.  The Merger values each Mirror Group Share
at  approximately  271.5p and the whole of  the  issued  share
capital of Mirror Group, assuming no exercise of Mirror  Group
share  options, at £1,241 million, on the basis of the closing
middle market price of 583p per Trinity Share on 29 July  1999
(the last business day prior to this announcement).

The  aggregate market capitalisation of the Merged Group would
be  approximately £1,604 million, based on the closing  middle
market  price  of  Trinity Shares on 29 July  1999  (the  last
business  day prior to this announcement) and after  deducting
the cash payable under the Offer.

The Merger has the unanimous support and recommendation of the
boards of both Trinity and Mirror Group.

Background to the Merger

The boards of Trinity and Mirror Group believe that the Merger
will  create  a major UK media group with a unique combination
of national and regional brands.  The Merged Group will be, by
weekly circulation, the:

*    largest newspaper publisher in the UK;

*    largest regional newspaper publisher in the UK (including
     three of the top ten regional evening newspapers and three of
     the top six regional Sunday newspapers);

*    second largest publisher of national newspapers  in  the
     UK; and

*    largest newspaper publisher in Scotland and Wales and  a
     major newspaper publisher in Northern Ireland.

Over  the last ten years Trinity's strategy has been to  focus
on maintaining and developing its regional and local newspaper
franchises in the UK while seeking to acquire new brands which
offer  value to shareholders and expand further the  scale  of
the Trinity Group.  This has been achieved by: the disposal of
non-core businesses (its paper and packaging interests in 1992
and  its North American newspaper business in 1997 and  1998);
organic growth supported by a continuous process of investment
in  technology  and in modern press facilities; together  with
its  lead in regional newspaper consolidation through a number
of  acquisitions,  including  the Thomson  regional  newspaper
businesses in 1995, which were acquired for £327.5 million.

Over the last five years Mirror Group has invested heavily  in
its  newspaper production facilities making it one of the most
efficient publishers of national newspapers in the UK.  Mirror
Group  has  also  expanded its portfolio of media  activities,
most   notably   through  the  acquisition  of  the   regional
newspaper,  magazine  and  exhibition  businesses  of  Midland
Independent   Newspapers  plc  in  1997  for   £305   million.
Following  the appointment of John Allwood as Chief  Executive
of  Mirror  Group  in January 1999, Mirror Group  undertook  a
review  to  redefine the strategic direction of  the  company.
The  resulting strategy has been to: continue to  implement  a
plan  for  the  rejuvenation of Mirror  Group's  National  and
Scottish  titles; develop further its market leading  regional
businesses by organic growth and acquisition; invest  in  high
growth  areas particularly involving the internet; and dispose
of non-core assets.  Since that time considerable progress has
been  made  in  all these areas, significantly  enhancing  the
market value of Mirror Group and reducing its indebtedness.

Reasons for and benefits of the Merger

The Merger of Trinity and Mirror Group furthers the strategies
of both companies.  It establishes a broadly based media group
with  a  larger  portfolio of regional and national  newspaper
titles,  an  enlarged  magazine and  exhibition  business  and
provides  greater  potential for further  development  of  new
media  activities.  At the same time, the enhanced  scale  and
greater management resources of the Merged Group will allow it
to   take  advantage  of  future  growth  opportunities   both
organically and by acquisition in the UK and overseas.

The boards of Trinity and Mirror Group believe that there will
be  considerable commercial, financial and strategic  benefits
from  the  combination of the two companies which will  create
significant value for shareholders of the Merged  Group.   The
combination  of  the  two companies will also  bring  improved
prospects for the Merged Group's shareholders through:

     -    enhanced scale and financial capacity;
     -    balanced revenue streams; and
     -    integration cost savings and synergies.


Enhanced scale and financial capacity

The  Merged  Group will benefit from enhanced  scale,  healthy
interest  cover  and  a significant on-going  cash  generation
capacity.  If the Merger had completed on 1 January 1998,  the
Merged  Group  would  have had Pro Forma  Turnover  of  £1,003
million  and  Pro  Forma Operating Profit of £217  million  in
1998.  The aggregate market capitalisation of the Merged Group
would be approximately £1,604 million, based on current market
values and after deducting the cash payable under the Offer.

In  regional  newspapers  the Merger  will  combine  Trinity's
strong franchises in the North East, North West, Scotland  and
Wales   with  Mirror  Group's  significant  and  complementary
presence  in the Midlands and Scotland. The combined  regional
business,  with 155 titles and an aggregate weekly circulation
of approximately 11.8 million, will be the largest UK regional
newspaper publisher and will have a portfolio of strong brands
with  an enhanced market position.  The increased size of  the
regional business will enable it to grow both organically  and
by participating in the continuing consolidation of the sector
through  acquisitions.   In addition,  the  enlarged  regional
businesses  will  have  wider  geographic  coverage  for   the
national  sales houses and will present enhanced opportunities
to  take  advantage of customer databases.  The  Merged  Group
will   also  have  reduced  exposure  to  individual  regional
economies.

The  Merged  Group will continue the plan for the rejuvenation
of  its  leading daily and Sunday national newspapers  from  a
position  of  greater financial strength.  The Merged  Group's
publication   of  Daily  Record,  Scotland's   leading   daily
newspaper,   and   Sunday  Mail,  Scotland's  leading   Sunday
newspaper,  combined with its regional and local  titles  will
give  it  an  unparalleled position in Scotland.   The  Merged
Group  will  also have the UK's leading sports newspaper,  The
Racing  Post. The combination of the respective magazines  and
exhibition  operations  will create a  business  with  greater
critical mass.  Expansion into other media areas in the UK and
existing media areas outside of the UK can also be considered.

The  enhanced scale of the Merged Group's portfolio  of  local
and  national  brands  will enable it  to  exploit  new  media
opportunities  more effectively, leveraging off  its  enhanced
content,  consumer  reach  and  ability  to  deliver   on-line
communities  thereby  generating  advertising  and  e-commerce
revenue opportunities.

Balanced revenue streams

The combination of the national and regional titles creates  a
company  with  a  balanced  revenue base.   Trinity  currently
derives  a substantial proportion of its revenue from regional
classified  advertising, which has a tendency to  be  cyclical
(particularly  recruitment advertising), whilst  Mirror  Group
derives  a  substantial proportion of its  revenue  from  copy
sales and display advertising, which are less cyclical.


The  1998  contributions to Pro Forma Turnover for the  Merged
Group are shown below:

  Turnover by           Mirror       Trinity     Merged Group
  division (£m)          Group
  National newspapers  397     58%      -      -    397    40%
  Scotland             110     16%      -      -    110    11%
  Regional newspapers  132     19%    311    97%    443    44%
  Magazines &           20      3%     10     3%     30     3%
  Exhibitions
  Sports                23      4%      -      -     23     2%
                       682    100%    321   100%   1003   100%
                                                              
  Turnover by type (excluding Magazines & Exhibitions        
  and Sport) (£m)
  Advertising          292     46%    219    70%    511    54%
  Circulation          304     48%     65    21%    369    39%
  Other                 43      6%     27     9%     70     7%
                       639    100%    311   100%    950   100%
                                                              

The  1998 contribution of the national newspapers to  the  Pro
Forma  Operating  Profit of the Merged Group would  have  been
approximately   32  per  cent.  and  that  of   the   Scottish
newspapers, regional newspapers, sports publications and other
media revenues would have been approximately 68 per cent.

Note:  The  above  figures include Trinity's Northern  Ireland
       business.

Integration cost savings and synergies

The   boards   of  Trinity  and  Mirror  Group  believe   that
integration  cost  savings and synergies  resulting  from  the
Merger will include:

*   production  efficiencies  and  cost  reductions  through
    printing and pre press reorganisation;

*   purchasing synergies; and

*   overhead savings through amalgamation of departments and
    offices.

The boards of Trinity and Mirror Group expect that annual pre-
tax  cost savings will amount to at least £15 million  by  the
end of 2002.

Board of the Merged Group

The Merged Group will benefit from the strength and experience
of  the management teams of both companies.  The board of  the
Merged  Group will be drawn equally from the boards of Trinity
and Mirror Group.

Sir  Victor Blank will be Chairman and Peter Birch will be the
senior non-executive director of the Merged Group.

Philip  Graf will be Chief Executive of the Merged  Group  and
John  Allwood  will  be  Deputy Chief  Executive  and  Finance
Director.  Mike  Masters will have overall responsibility  for
Scotland and Ireland, the regional businesses and the magazine
and  exhibition  businesses.  Stephen Parker and  Mark  Haysom
will  each  have  certain responsibilities for  parts  of  the
regional businesses.  Roger Eastoe will be responsible for the
national  titles and The Racing Post. Cornel  Riklin  will  be
responsible for group operations and new media.  Paul  Vickers
will be responsible for corporate and legal services.

Sir  Angus  Grossart, Roger Harrison, Penny Hughes  and  David
Marlow will be non-executive directors.

The Directors of Mirror Group joining the Merged Group's board
will  be  appointed  on the Offer becoming or  being  declared
wholly unconditional.

The  Merged  Group  will have its head office  in  London  and
registered office in Chester.

Information on Trinity

Trinity  is  the  leading  publisher  of  regional  and  local
newspapers  in the UK by total weekly circulation,  publishing
in excess of 120 titles.

Since the early 1990s, Trinity has grown substantially through
the  acquisition of newspaper publishing businesses within the
British  Isles, whilst disposing of its publishing  activities
in North America and other non-publishing activities.

The  table  below shows the major paid-for titles in Trinity's
current portfolio of newspaper titles.

                Morning         Evening           Sunday
  
Belfast         -               Belfast           Sunday Life
                                Telegraph
Cardiff         Western Mail    South Wales Echo  Wales on Sunday
Huddersfield    -               Daily Examiner    -
Liverpool       Daily Post      Liverpool Echo    -
Newcastle       The Journal     Evening           Sunday Sun
                                Chronicle
Teesside        -               Evening           -
                                Gazette

Trinity   also  has  major  weekly  publishing  interests   in
Chester/North Wales, Scotland and the South East  as  well  as
publishing  a  range  of local weekly titles  from  the  daily
centres.   In addition, Trinity publishes the Sunday  Business
Post  in  Ireland  and a series of national niche  advertising
publications serving consumer and business markets.

Trinity generated Operating Profits of £78 million (1997:  £71
million,  1996:  £60 million) from Turnover  of  £321  million
(1997:  £300  million, 1996: £276 million) in the  year  ended
27  December 1998.  Trinity had Earnings Per Share   of  35.9p
(1997: 31.9p, 1996: 26.1p) in the year ended 27 December 1998.
As at 27 December 1998 Trinity had Net Assets of £380 million.

Information on Mirror Group

Mirror  Group is a leading publisher of national and  regional
newspapers   in  the  UK  and  has  interests  in   magazines,
exhibitions, TV and new media.

Mirror  Group  has  a  record  of  strong  turnover  and  pre-
exceptional  profits growth over the last five years.   Mirror
Group   expanded  into  regional  newspapers,  magazines   and
exhibitions   with  the  acquisition  of  Midland  Independent
Newspapers plc in November 1997 for £305 million.

The table below highlights the major paid-for titles in Mirror
Group's portfolio of newspaper titles:

National newspapers             The Mirror
                                Sunday Mirror
                                Sunday People
                                
Scotland                        Daily Record
                                Sunday Mail
                                
Regional Newspapers             Birmingham Evening Mail
                                The Birmingham Post (morning)
                                Sunday Mercury
                                Coventry Evening Telegraph
                                News Letter
                                
Sports                          The Racing Post

Mirror  Group  has  major weekly publishing interests  in  the
Midlands  and Northern Ireland. Mirror Group also has  several
principal  internet interests which include its free  internet
access  service, ic24.net, the jointly-owned Sporting-Life.com
and its joint venture with the Tote, Totalbet.  Mirror Group's
wholly-owned  and  joint ventured web sites have  achieved  in
excess of 30 million page accesses per month.

Mirror  Group  generated  Operating Profits  of  £138  million
(1997: £114 million, 1996: £99 million) from Turnover of  £697
million  (1997: £559 million, 1996: £538 million)  in  the  53
weeks  ended  3 January 1999.  Mirror Group had  Earnings  Per
Share   of  15.6p (1997: 15.6p, 1996: 14.3p) in the  53  weeks
ended  3 January 1999.  As at 3 January 1999 Mirror Group  had
Net Assets of £28 million.

Interim results and current trading

The full interim results of both Trinity and Mirror Group will
be  announced on or before the date of posting of  the  formal
documents relating to the Merger.

Trinity  and Mirror Group today announced the headline figures
of their interim results.  Trinity achieved turnover of £168.0
million  (1998:  £161.8  million from continuing  operations),
profits before tax of £42.5 million (1998: £36.2 million)  and
earnings  per  share of 21.1p (1998: 17.9p) for  the  26  week
period  ended  27  June 1999. Trinity had net  debt  of  £57.2
million as at 27 June 1999.  Mirror Group achieved turnover of
£360  million  (1998: £355 million), profits before  tax  (and
exceptional  items)  of £55 million (1998:  £49  million)  and
earnings  per share (before exceptional items) of 8.8p  (1998:
7.7p)  for the 26 week period (1998: 27 week period)  ended  4
July  1999.  Mirror Group had net debt of £311 million  as  at
4 July 1999.

Both  Trinity and Mirror Group are currently trading  in  line
with management expectations.

Details of the Merger

The  Merger  is to be effected by way of a recommended  offer,
which will be made by Greenhill & Co. and Salomon Smith Barney
on  behalf of Trinity, for all of the issued and to be  issued
share capital of Mirror Group and which will be subject to the
terms and conditions set out below and in Appendix I and to be
set  out  in  the Merger Document and the form of  acceptance.
Under  the  terms of the Offer, Mirror Group  Shares  will  be
exchanged  for  New Trinity Shares and cash on  the  following
basis:

 0.325 of a New Trinity Share and 82p in cash for each Mirror
                          Group Share

and  so  in  proportion for any other number of  Mirror  Group
Shares held.  The Offer will contain a Mix and Match Election,
enabling  Mirror Group Shareholders to vary (to the extent  of
equal  and  opposite elections by others) the  proportions  in
which they receive New Trinity Shares and cash in exchange for
their holdings of Mirror Group Shares.  Further details of the
Mix and Match Election are set out below.

Assuming acceptance in full of the Offer, no further issue  of
shares  and  before  the  exercise  of  any  options,  Trinity
Shareholders will, in aggregate, hold approximately  48.4  per
cent.  and Mirror Group Shareholders will, in aggregate,  hold
approximately  51.6  per cent. of the  Merged  Group's  issued
share  capital.   The terms of the Merger  value  each  Mirror
Group  Share  at  approximately 271.5p and the  whole  of  the
issued share capital of Mirror Group, assuming no exercise  of
Mirror  Group share options, at £1,241 million, based  on  the
closing  middle market price of 583p per Trinity Share  on  29
July  1999 (the last business day prior to this announcement).
Details  of the financial effects of acceptance of  the  Offer
are set out in Appendix II.

Irrevocable undertakings

Irrevocable  undertakings  to  accept  the  Offer  have   been
received  from the Directors of Mirror Group who  hold  Mirror
Group   Shares  in  respect  of  76,168  Mirror  Group  Shares
representing  in  aggregate 0.02 per cent. of  Mirror  Group's
existing  issued share capital.  The terms of the  irrevocable
undertakings  given by the Directors of Mirror  Group  require
acceptance of the Offer even if a competing or higher offer is
made by a third party.

In  addition,  Phillips  & Drew Fund  Management  Limited  has
irrevocably  undertaken  to accept the  Offer  in  respect  of
67,214,806 Mirror Group Shares representing approximately 14.7
per  cent.  of  Mirror Group's existing issued  share  capital
(subject  to  any amendment by its client(s) to its  authority
affecting its ability to do so).  The terms of the undertaking
require Phillips & Drew Fund Management Limited to accept  the
Offer  by  not later than 3.30 p.m. on the eleventh day  after
the   Merger   Document   is  despatched   to   Mirror   Group
Shareholders,  except  that Phillips &  Drew  Fund  Management
Limited may (subject to certain exceptions) accept a competing
offer  for  the  entire issued share capital of  Mirror  Group
which  includes  a  cash offer or full cash alternative  which
values  each  Mirror  Group Share at or  in  excess  of  301p,
provided such competing offer is made within ten days  of  the
posting of the Merger Document.

Recommendation

The Merger has the unanimous support and recommendation of the
boards of both Trinity and Mirror Group.  In view of the  size
of  the  Merger, it will be conditional, inter alia, upon  the
approval  of  Trinity  Shareholders.  The  conditions  to  the
Merger are set out in Appendix I.

The  Directors  of  Trinity,  who  have  been  so  advised  by
Greenhill  &  Co.,  consider the Merger  to  be  in  the  best
interests  of  Trinity Shareholders as a whole.  In  providing
advice  to  the  Directors, Greenhill &  Co.  has  taken  into
account  the  Trinity Directors' commercial assessments.   The
Directors  of Trinity will unanimously recommend that  Trinity
Shareholders vote in favour of the necessary resolution(s)  to
approve the Merger to be proposed at the Extraordinary General
Meeting  to be convened for the purpose of considering,  inter
alia,  such resolution(s), as they intend to do in respect  of
the  Trinity Shares in which they are beneficially interested,
amounting  to  0.061 per cent. of the issued share capital  of
Trinity.

The Directors of Mirror Group, who have been so advised by  SG
Hambros  and  Warburg Dillon Read, consider the terms  of  the
Merger to be fair and reasonable.  In providing advice to  the
Directors of Mirror Group, SG Hambros and Warburg Dillon  Read
have taken into account the Mirror Group Directors' commercial
assessments.   The Directors of Mirror Group will  unanimously
recommend  all Mirror Group Shareholders to accept the  Offer,
as  they have irrevocably undertaken to do in respect of their
entire  personal holdings, representing in aggregate 0.02  per
cent. of Mirror Group's existing issued share capital.

Competition approval and divestment of Northern Ireland titles

On  23 July 1999 the Secretary of State for Trade and Industry
announced  that  he  was giving consent  to  Trinity  for  the
proposed  transfer of the newspaper titles currently published
by  Mirror  Group to Trinity on the condition that it  divests
its  four  Northern  Ireland titles  (the  Belfast  Telegraph,
Sunday  Life, Community Telegraph and Farm Trader)  and  their
related  newspaper assets.  A draft of the conditions  to  the
consent  was published on the same day and interested  parties
were requested to comment on the wording by 6 August 1999.

Trinity has received a number of expressions of interest  from
various parties with regard to the acquisition of its Northern
Ireland  business.   Trinity  has satisfied  itself  that  the
divestment of this business can be achieved efficiently and on
favourable terms.

Further details of the Merger

Mirror  Group  Shares will be acquired under the  Offer  fully
paid  and  free from all liens, equitable interests,  charges,
encumbrances and other interests and third party rights of any
nature  whatsoever  and  together  with  all  rights  now   or
hereafter attaching to them including (without limitation) the
right  to  receive and retain all dividends and  distributions
declared, made or payable hereafter.

The  New  Trinity Shares to be issued pursuant to  the  Merger
will be issued credited as fully paid and free from all liens,
equitable  interests, charges and encumbrances and  will  rank
pari  passu  in all respects with the existing Trinity  Shares
including, without limitation, the right to receive and retain
the  interim  dividend to be declared and paid by  Trinity  in
respect of the year ending 26 December 1999.

Full  acceptance of the Offer, assuming no exercise of options
under  the Mirror Group Share Option Schemes, would result  in
the  issue of approximately 148.5 million New Trinity  Shares,
representing   approximately  51.6  per  cent.  of   Trinity's
enlarged   issued  share  capital  and  a  total  payment   of
approximately  £375 million in cash.  The cash  payable  under
the Merger will be provided by Trinity from new facilities.

Fractions  of  New  Trinity  Shares  will  not  be  issued  to
accepting  Mirror Group Shareholders.  Fractional entitlements
will  be  aggregated  and  sold in the  market  with  the  net
proceeds distributed pro rata to the Mirror Group Shareholders
entitled thereto.

Mix and match election

Mirror   Group  Shareholders  (other  than  certain   overseas
shareholders) who validly accept the Offer may elect,  subject
to availability, to vary the proportions in which they receive
New  Trinity  Shares and cash in respect of their holdings  of
Mirror Group Shares.  The maximum number of New Trinity Shares
to  be  issued and the maximum amount of cash to be paid under
the  Offer will not be varied as a result of the Mix and Match
Election.  Accordingly, Trinity's ability to satisfy  Mix  and
Match  Elections made by Mirror Group Shareholders will depend
on  other  Mirror Group Shareholders making equal and opposite
elections.

Mirror  Group  Shareholders who make Mix and  Match  Elections
will  not know the exact number of New Trinity Shares, or  the
amount  of  cash, which they will receive until settlement  of
the  consideration under the Offer.  An announcement  will  be
made,   when   the   Offer  becomes  or  is  declared   wholly
unconditional,  of the approximate extent  to  which  Mix  and
Match  Elections  will  be  satisfied.   To  the  extent  that
elections  cannot be satisfied in full, they  will  be  scaled
down on a pro rata basis.  To the extent that elections can be
satisfied, Mirror Group Shareholders will receive New  Trinity
Shares instead of cash or vice versa.

The Mix and Match Election will remain open until 3.00 p.m. on
the first closing date of the Offer.  If the Offer is then not
capable  of  being declared unconditional as  to  acceptances,
Trinity may (or may not) extend the Mix and Match Election  to
a  later date.  If the Mix and Match Election has been closed,
Trinity  reserves the right to re-introduce a  mix  and  match
facility, subject to the rules of the Code.

Further details of the Mix and Match Election will be included
in the Merger Document.

Inducement fee

Trinity  and  Mirror  Group have signed  an  agreement  as  an
inducement  to  both companies to complete the Merger.   Under
this  agreement  Mirror Group will pay an  inducement  fee  of
£12  million to Trinity in the event that the Offer lapses  or
is   withdrawn  following  an  announcement  of  any  proposal
involving a change of control of Mirror Group by a third party
which  subsequently becomes unconditional.  Similarly, Trinity
will  pay an inducement fee of £10 million to Mirror Group  in
the  event  that  the  Offer lapses or is withdrawn  following
announcement of any proposal involving a change of control  of
Trinity   by   a   third  party  which  subsequently   becomes
unconditional.

Employees

The  boards  of  Trinity  and Mirror Group  believe  that  the
greater strength, market position and growth prospects of  the
Merged  Group  will  enhance career prospects  for  employees.
Existing  employment  rights,  including  pension  rights,  of
employees of the Trinity Group and Mirror group will be  fully
safeguarded.

Mirror Group Share Option Schemes

The   Offer   will   extend  to  any   Mirror   Group   Shares
unconditionally  issued or allotted, while the  Offer  remains
open  for  acceptance  (or by such earlier  date  as  Trinity,
subject  to  the  City  Code,  determines),  pursuant  to  the
exercise  of  options or vesting of awards  under  the  Mirror
Group Share Option Schemes or otherwise.  It is intended  that
appropriate  proposals  will be made to  participants  in  the
Mirror Group Share Option Schemes in due course.

Dividend policy of Merged Group

The  dividend  policy of the Merged Group will be  progressive
and  will  take  into  account the  Merged  Group's  operating
results   and   the   investment  needs  of  its   constituent
businesses.

Settlement, listing and dealings

Subject  to the Offer becoming or being declared unconditional
in  all respects, settlement of the consideration to which any
Mirror  Group Shareholder is entitled under the Offer  (except
in  the  case  of certain Mirror Group overseas  shareholders)
will  be  effected  (i)  in the case of acceptances  received,
complete  in  all  respects, by the date on  which  the  Offer
becomes  or is declared unconditional in all respects,  within
14  days  of such date, or (ii) in the case of acceptances  of
the  Offer received, complete in all respects, after the  date
on which the Offer becomes or is declared unconditional in all
respects  but while it remains open for acceptance, within  14
days of such receipt.

Application will be made to the London Stock Exchange for  the
New Trinity Shares to be admitted to the Official List.  It is
expected that listing will become effective and that dealings,
for  normal  settlement, will begin on the first business  day
following  the day on which the Offer becomes or  is  declared
unconditional in all respects (save for any condition relating
to Admission).

Further  details on settlement, listing and dealings  will  be
included  in  the formal documents to be sent to Mirror  Group
Shareholders.

General

The  following  persons  acting in concert  with  Trinity  are
interested in the following number of Mirror Group Shares:

Citibank N.A.                           473,000
The Trinity Retirement Benefit Scheme*  103,700
Salomon Brothers UK Equity Ltd.          97,228

*   Under the discretionary management of Phillips & Drew Fund
    Management Limited.

Except  as  set  out above, neither Trinity, nor,  so  far  as
Trinity  is aware, any person acting in concert with  Trinity,
owns  or controls any Mirror Group Shares or holds any options
to  acquire  any Mirror Group Shares or has entered  into  any
derivatives referenced to securities in Mirror Group.

The formal documents relating to the Merger will be despatched
in  due course.  A circular to Trinity Shareholders, convening
the  Extraordinary General Meeting, inter alia, to approve the
Merger, will be despatched at the same time.

Greenhill  &  Co.,  which is regulated by The  Securities  and
Futures  Authority Limited, is acting for Trinity and  no  one
else in connection with the Merger and will not be responsible
to  anyone  other  than Trinity for providing the  protections
afforded  to  customers of Greenhill & Co., nor for  providing
advice in relation to the Merger.

Salomon Smith Barney, which is regulated by The Securities and
Futures  Authority Limited, is acting for Trinity and  no  one
else in connection with the Merger and will not be responsible
to  anyone  other  than Trinity for providing the  protections
afforded  to  customers  of  Salomon  Smith  Barney,  nor  for
providing advice in relation to the Merger.

SG  Hambros Corporate Finance Advisory, a division of  Societe
Generale,  is acting for Mirror Group in connection  with  the
Merger  and no one else and will not be responsible to  anyone
other than Mirror Group for providing the protections afforded
to  customers of SG Hambros Corporate Finance Advisory nor for
providing advice in relation to the Merger.  Societe Generale
is  regulated by The Securities and Futures Authority  Limited
for the conduct of investment business in the UK.

Warburg  Dillon Read, the investment banking division  of  UBS
AG, which is regulated in the United Kingdom by The Securities
and  Futures Authority Limited, is acting for Mirror Group  in
connection  with the Merger and no one else and  will  not  be
responsible  to anyone other than Mirror Group  for  providing
the  protections afforded to customers of Warburg Dillon  Read
nor for providing advice in relation to the Merger.

This  announcement does not constitute an offer or  invitation
to   purchase  any  securities.   Appendix  III  contains  the
definitions of the terms used in this announcement.

The  Directors  of Trinity and the Directors of  Mirror  Group
jointly accept responsibility for the information contained in
this  press  announcement other than the information  relating
solely  to  Trinity  and  Mirror Group  and  their  respective
subsidiary undertakings and directors, for which the Directors
of   Trinity   and  Mirror  Group  respectively  accept   such
responsibility and, to the best of the knowledge and belief of
such  Directors (who have taken all reasonable care to  ensure
that  such  is  the case), the information contained  in  this
press announcement for which they accept responsibility is  in
accordance with the facts and does not omit anything likely to
affect the import of such information.


Enquiries :

Trinity plc                         Mirror Group PLC  
Peter Birch      0171 457 2345      Sir Victor Blank  0171 293 3000
Philip Graf                         John Allwood      
                                                  
Greenhill & Co.                     SG Hambros Corporate Finance Advisory
Simon Borrows    0171 440 0400      Antony Beevor     0171 676 6000
                                    Geoffrey Austin   
                                                  
Salomon Smith Barney                Warburg Dillon Read
Christian Purslow  0171 721 2000    Peter Kiernan     0171 567 8000
                                    Simon Warshaw     
                                                  
Gavin Anderson                      Finsbury          
Richard Constant   0171 457 2345    Rupert Younger    0171 251 3801
                                    Tom Hampson       


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