RNS No 7789v
HILLSDOWN HOLDINGS PLC

                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

HILLSDOWN HOLDINGS PLC

2)   NAME OF DIRECTOR

R.J.MACKIE

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

SPOUSE

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

CATHERINE J.MACKIE

5)   Please state whether notification relates to a
     person(s) connected with the Director named in 2
     above and identify the connected person(s)

N/A

6)   Please state the nature of the transaction. For
     PEP transactions please indicate whether
     general/single co PEP and if discretionary/non
     discretionary

ACQUISITION AS A RESULT OF SCRIP DIVIDEND OFFER

7)   Number of shares/amount of
     stock acquired

5855

8)   ( N/A %)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

ORDINARY 10 PENCE SHARES

12)  Price per share

N/A

13)  Date of transaction

01.07.97

14)  Date company informed

01.07.97

15)  Total holding following this notification

140,520

16)  Total percentage holding of issued class following 
     this notification