RNS No 5809j
CASSELL PLC
20th October 1998


This announcement is not for release, publication or distribution in or into
the United States, Canada, Australia or Japan
                                       
                        Macmillan Publishers Limited's
                                  response to
                                 Cassell PLC's
                           circular to shareholders

Macmillan Publishers Limited ("Macmillan") notes the circular dated 17 October
1998  sent  by  Cassell  PLC ("Cassell") to its shareholders.   This  circular
reinforces  Macmillan's  view  that its Offer is  exceptionally  generous  and
should be accepted by shareholders without delay.  In Macmillan's opinion, the
only  new information of interest to Cassell shareholders is that their  board
does not have the confidence to make a profit forecast for the year ending  in
a  little over 2 months time but that early indications of sales for September
and October are below expectations.

Mr  Sturrock describes Macmillan's Offer as "hostile" and "derisory".  Certain
of  Cassell's largest institutional shareholders, who held approximately 63.9%
of  Cassell's  Shares  at the time of the announcement of  Macmillan's  Offer,
would appear to disagree.  These shareholders have given the maximum level  of
support  to  Macmillan's Offer permitted under the City Code on Takeovers  and
Mergers  at  the  time.  Details of their support are set  out  in  the  Offer
document posted to Cassell shareholders on 13 October 1998.

Cassell has been selective in the recent publishing deals which it has  chosen
to  feature.  Macmillan believes that some of the deals referred  to  are  not
comparable  to the Offer.  For example, Pearson plc's acquisition of  Simon  &
Schuster  Inc.,  involved  a  global publisher valued  at  approximately  #2.8
billion.   Also,  certain of the other deals involved divisions  of  companies
which  operate on a different cost base to an independent listed company  such
as  Cassell.   Shareholders  might like to  note  that  Mr  Sturrock  and  his
management  team  paid approximately 0.33 times turnover  in  1986  when  they
purchased Cassell. (Source: Acquisitions Monthly/IFR Securities Data).

Macmillan  believes that the table of "Illustrative operating expenses"  which
Cassell  has  produced is little more than an arithmetical exercise.   Cassell
has  provided  no  basis to justify the figures mentioned and  in  Macmillan's
opinion,  has ignored the substantial costs and time associated with  such  an
exercise  for a new owner, as well as the potential loss of business  and  the
risks involved.

Cassell's  financial year ending 31 December 1998 would appear to be following
the same trends as its last financial year:-
     
- "the  autumn  and Christmas period are crucial to our business  and  I  am
  pleased  to  report  that  we have a strong publishing  programme  for  that
  period."  P. Sturrock - 9 September 1997.

- "the  last  quarter  of  the year did not meet up to  our  expectations"  P.
  Sturrock - 8 April 1998.

- "The  second half of the year and, crucially, the last quarter  are  key  to
  Cassell's   publishing  cycle,..We  believe  we  have  a  strong  publishing
  programme for this period." P. Sturrock - 15 September 1998.

- "However,  early  indications of sales for September and October  are  below
  expectations."  P. Sturrock - 17 October 1998.

Macmillan's  Offer represents a multiple of 21.7 times Cassell's earnings  per
share  for  the  year  ended  31 December 1997 and an  exceptionally  generous
premium  of 122 per cent. above the middle market price of Cassell  Shares  on
the day immediately preceding the announcement of Macmillan's Offer.

Richard Charkin, Chief Executive of Macmillan commenting today said :

  "I  am  disappointed  that Cassell has referred to Macmillan's  approach  as
  both  "hostile"  and "derisory".  We have made our Offer after  consultation
  with  Cassell  and  its  major shareholders and the latter  have  chosen  to
  support  Macmillan in making this Offer.  The premium that we  are  offering
  is  exceptional  particularly  in the light of  Cassell's  downbeat  trading
  statement  contained  in their circular to shareholders.  Glossy  documents,
  printed   in  colour,  add  nothing  to  the  debate  but  they   do   waste
  shareholders' money".

Enquiries:-

Macmillan Publishers Limited                      0171 881 8000
Richard Charkin

Singer & Friedlander Limited                      0171 623 3000
Graham Hall

This  announcement, which is being issued on behalf of Macmillan by  Singer  &
Friedlander Limited, has been approved by Singer & Friedlander Limited  solely
for  the purposes of section 57 of the Financial Services Act 1986.  Singer  &
Friedlander  Limited,  which  is  regulated  in  the  United  Kingdom  by  The
Securities and Futures Authority Limited, is acting exclusively for Macmillan,
and  no  one else in connection with the Offer and will not be responsible  to
anyone  other  than  Macmillan,  for providing  the  protections  afforded  to
customers of Singer & Friedlander nor for providing advice in relation to  the
Offer.

The  Offer will not be made, directly or indirectly, in or into, or by use  of
the   mails  or  means  or  instrumentality  (including,  without  limitation,
facsimile transmission, telex or telephone) of inter-state or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
nor will it be made in Canada, Japan or Australia and the Offer should not  be
accepted by any such use, means, instrumentality or facilities or from  within
the United States, Canada, Japan or Australia. Doing so may render invalid any
purported acceptance. Accordingly, copies of this announcement are not  being,
and must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Japan or Australia.

The directors of Macmillan accept responsibility for the information contained
in  this  announcement save that the only responsibility accepted by  them  in
respect of information contained in this announcement relating to Cassell, the
directors  of  Cassell  and  their interests, which  has  been  compiled  from
published sources, has been to ensure that such information has been correctly
and fairly reproduced and presented.  Subject as aforesaid, to the best of the
knowledge  and  belief  of  the directors of Macmillan  (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.

END

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