RNS No 6339a
WORTHINGTON GROUP PLC


                    DEALINGS BY SUBSTANTIAL SHAREHOLDERS

1)  NAME OF COMPANY

    WORTHINGTON GROUP PLC

2)  NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

    THE FLEMING MERCANTILE INVESTMENT TRUST PLC

3)  Please state whether notification indicates that it is in respect of holding
    of the Shareholder named in 2 above or in respect of a non-beneficial
    interest or in the case of an individual holder if it is a holding of that
    person's spouse or children under the age of 18

    SEE 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the number of
    shares held by each of them.

    ROBERT FLEMING NOMINEES LIMITED

5)  Number of shares/amount of stock acquired.

N/A

6)  ( N/A %) of issued Class

7)  Number of shares/amount of stock disposed

    4,930,099

8)  (9.41%) of issued Class

9)  Class of security

    ORDINARY SHARES

10) Date of transaction

    30 APRIL 1999

11) Date company informed

    4 MAY 1999

12) Total holding following this notification

    NIL

13) Total percentage holding of issued class following this notification

    NIL

14) Any additional information

N/A

15) Name of contact and telephone number for queries

    S M HENDERSON, MAFCIS
    0181 459 9000

16) Name and signature of authorised company official responsible for making
    this notification

    Date of Notification 4 MAY 1999.............


END

HOLBUGBURDGCCCS


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