Rule 8 - (Burtonwood amend)

RNS Number:8064G
Bear Stearns Intl. Trading Ltd
23 December 2004

                                                                    FORM 8.1/8.3

The following amendment has been made to RNS 5442G, released at 10:15 on 17 Dec
2004.

The resultant total has been amended from 311,500 to 297,190


Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel. Use
separate form for each class of securities in which dealings have been made.

                                            Date of disclosure, 17 December 2004

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS


Date of dealing, 16 December 2004

Dealing in Burtonwood Plc

(1)   Class of securities (eg ordinary shares) Ordinary Shares

(2)   Amount bought       Amount sold         Price per unit

         60000                                   GBP 5.70

In addition, Bear Stearns International Trading Limited has undertaken certain
CFD and Swap transactions (See below).

(3)   Resultant total of the same class owned or controlled
      (and percentage of  class) 297,190 (1.37%)

(4)   Party making disclosure Bear Stearns International Trading Limited.

(5)   EITHER     (a) Name of purchaser/vendor (Note 1)  Bear Stearns
                     International Trading Limited ...

      OR         (b) If dealing for discretionary client(s), name of fund
                     management organisation

(6)   Reason for disclosure (Note 2)

        (a)   associate of   (i)    offeror (Note 3)          NO
                             (ii)   offeree company           NO

      Specify which category or categories of associate (1-8 overleaf)

      If category (8), explain................................................

      ........................................................................

        (b)   Rule 8.3 (ie disclosure because of ownership or control of 1% or
              more of the class of relevant securities dealt in)     YES

Signed, for and on behalf of the party named in (4) above.....................

(Also print name of signatory) James Step

Telephone and extension number 020 7516 5310

                     ______________________________________

          
Note 1.   Specify owner, not nominee or vehicle company. If relevant, also
          identify controller of owner, eg where an owner normally acts on 
          instructions of a controller.

Note 2.   Disclosure might be made for more than one reason; if so, state all
          reasons.

Note 3.   Specify which offeror if there is more than one.

Note 4.   When an arrangement exists with any offeror, with the offeree company
          or with an associate of any offeror or of the offeree company in 
          relation to relevant securities, details of such arrangement must be 
          disclosed, as required by Note 6 on Rule 8.

Note 5.   It may be necessary, particularly when disclosing derivative
          transactions, to append a sheet to this disclosure form so that all 
          relevant information can be given.

Note 6.   In the case of an average price bargain, each underlying trade should
          be disclosed.

Note 7.   The resultant total percentage holding of the class of relevant 
          security is to be calculated by reference to the percentage held and 
          in issue outside treasury.

For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. E-mail:monitoring@disclosure.org.uk


Bear Stearns International Trading Limited is the beneficial owner of 279,190
Burtonwood Plc ordinary shares. 279,200 of these shares are held to hedge
Contract for Differences ("CFD") or Equity Swap positions for clients.

A long CFD is a product where the client to whom the product is sold is taking a
long economic interest in the underlying share price such that the client can
realize a gain if the price of the underlying securities rises above the
reference price.

An Equity Swap is a product where an agreement between two counterparties sees
one party receive the return on an asset from the other party and makes a
payment to the other party based on a fixed or floating rate of interest. The
return can be either the price return or the total return (I.E. Including
dividends).

The control of voting rights in relation to the underlying shares used to hedge
the stock are wholly owned by Bear Stearns International Trading Limited.

The CFD contracts are open-ended and there is no rollover into new contracts.


Open Contracts For Difference/Equity Swaps


  Product Name      Type      Date Executed  Maturity Date  BSIT Buy/Sell Underlying Number of Reference Price   CCY
                                                                                 Shares

 Burtonwood Plc      CFD        3/12/2004       1/9/2005         Buy              9100              5.62         GBP
 Burtonwood Plc      CFD        3/12/2004       1/9/2005         Buy             14000              5.62         GBP
 Burtonwood Plc      CFD        6/12/2004       1/9/2005         Buy             11900               5.6         GBP
 Burtonwood Plc      CFD        6/12/2004       1/9/2005         Buy             18200               5.6         GBP
 Burtonwood Plc      CFD        7/12/2004       1/9/2005         Buy              3700               5.6         GBP
 Burtonwood Plc      CFD        7/12/2004       1/9/2005         Buy              5500               5.6         GBP
 Burtonwood Plc      CFD        9/12/2004       1/9/2005         Buy             23700             5.6384        GBP
 Burtonwood Plc      CFD        9/12/2004       1/9/2005         Buy             36400             5.6384        GBP
 Burtonwood Plc      CFD       13/12/2004       1/9/2005         Buy             11200               5.7         GBP
 Burtonwood Plc      CFD       13/12/2004       1/9/2005         Buy              7400               5.7         GBP
 Burtonwood Plc      CFD       14/12/2004       1/9/2005         Buy             13800               5.7         GBP
 Burtonwood Plc      CFD       15/12/2004       1/9/2005         Buy             43400               5.7         GBP
 Burtonwood Plc      CFD       15/12/2004       1/9/2005         Buy             53200               5.7         GBP
 Burtonwood Plc      CFD       16/12/2004       1/9/2005         Buy             27700               5.7         GBP
                                                                                 279200


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