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        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

            Friday, October 31, 2003, Vol. 4, No. 216


                            Headlines


C Z E C H   R E P U B L I C

VITKOVICE HOLDING: New Owner Takes all Ownership Rights at EGM
VITKOVICE HOLDING: Peddles Foundry for CZK120 Million


F R A N C E

METALEUROP SA: Prepares Plan to Pay up EUR41 Million Debt


G E R M A N Y

GERLING GLOBAL: FY2002 Deficit Hits EUR536 Million
HVB GROUP: Operational Turnaround Gathers Momentum in Q3
HVB GROUP: Fitch Affirms Ratings on Improved Third Quarter
PROSIEBENSAT.1 MEDIA: Aims to Cut Cost by EUR60 Mln Next Year
WCM GROUP: Desperate to Meet Debt Deadline Today
WCM GROUP: Yields Profit in 9 months; Hopes to End Year in Black
WESTLB AG: Dawnay Day Expected to Join Brokerage Arm Auction


I R E L A N D

ELAN CORPORATION: Receives Waivers from EPIL Noteholders
ELAN CORPORATION: Sells US$250 Million Convertible Notes


I T A L Y

FIAT SPA: Holds Conference Call on Q3 Results Today


R U S S I A

WIMM-BILL-DANN FOODS: Sales up in First Nine Months


S P A I N

LYCOS EUROPE: Net Loss in First Nine Months Down 78%


S W I T Z E R L A N D

JULIUS BAER: Optimistic about Business Trend Going Forward
SAS GROUP: Completes Sale of Office Properties in Copenhagen
SCANDINAVIAN AIRLINES: E-mail Prematurely Bares Plan to Cut Jobs
SWISS INTERNATIONAL: Efforts to Stay in Lugano Suffers Blow


U N I T E D   K I N G D O M

ABBEY NATIONAL: Profits at Personal Finance Services Down
BIG FOOD: To Discuss Results with Analysts November 6
BOOSEY & HAWKES: Shareholders Urged to Accept Classic Offer
BRITISH ENERGY: Charges of Misleading Investors Junked
CHESTERTON PLC: Johnson Service Buys Facilities Management

DATAFLEX HOLDINGS: To Propose Firm's Liquidation in Next EGM
ROYAL MAIL: Meets Union to Settle Differences, Stop Strikes
ROYAL MAIL: Apologizes for Disruptions Caused by Illegal Strikes
SAFEWAY PLC: First-half Sales up 1.2% to GBP5.1 Billion
SILENTNIGHT HOLDINGS: Soundersleep Begins Purchasing Shares
SMF TECHNOLOGIES: Changes Name to Fortfield Investments
THORNTONS PLC: In Talks with Several Potential Buyers


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C Z E C H   R E P U B L I C
===========================


VITKOVICE HOLDING: New Owner Takes all Ownership Rights at EGM
--------------------------------------------------------------
Three representatives from Lahvarna Ostrave group, the new owner of
Vitkovice, were elected to the supervisory board of the engineering holding
company at an extraordinary general meeting on Wednesday, according to Czech
Happenings.

The new members of the board are Jaroslav Borak, Vacklav Dostal, and Ivo
Tousek.  Jan Skurek was also nominated supervisory board member by the
National Property Fund.  Two more members, who will represent employees, are
still in line for election.

The number of the new set of representatives is half of the previous.  Their
terms were also shorter -- one year instead of five.  The appointments
follow the installation of Lahvarna boss Jan Svetlik as Vitkovice's chairman
last month.  Marian Rasik, CFO at Vitkovice's largest subsidiary Vitkovice
Strojirenstvi, was on Wednesday added to complete the five-member board.

Lahvarna acquired 6.3% of Vitkovice from the National Property Fund for a
purchase price of CZK402 million at the beginning of August.  The deal
includes the transfer of a CZK2.768 billion claim of state-run debt company
CKA, and a bank guarantee worth CZK470 million for state money in the
engineering part of the holding.


VITKOVICE HOLDING: Peddles Foundry for CZK120 Million
-----------------------------------------------------
Engineering holding company Vitkovice plans to sell nearly all of its
holdings in Vitkovice slevarny, a spokeswoman said, according to Czech
Happenings.

Lenka Hatlapatkova said the company will part with its 99% shareholding in
the foundry to Slevarna barevnych for CZK120 million.  This was decided at
an auction, according to her.

Vitkovice serves as an umbrella for subsidiary companies.  In the first half
of this year, it posted losses of CZK234 million, which is about CZK120
million more than the management had presumed.  More than 60% of the
increase is related to staff restructuring and fulfillment of complex
program in support of Vitkovice Strojirenstvi A.S.  The other negative
influences that the management had to face were privatization and recession
in the mechanical engineering market.  In the first three quarters of the
year Vitkovice lost CZK212 million on sales of CZK4.8 billion, TCR-Europe
reported previously.


===========
F R A N C E
===========


METALEUROP SA: Prepares Plan to Pay up EUR41 Million Debt
---------------------------------------------------------
French metals producer Metaluerop SA is planning to present a recovery plan
to a Paris court to avoid falling into the hands of receivers, Intesatrade
reported, citing Le Figaro.

Company management told the French paper that Metaleurop, which was put
under bankruptcy protection last Monday, is viable if it can find a way to
reschedule its EUR41 million short-term debt.  Trouble for Metaleurop
started brewing when its German shareholder, TUI, opposed plans to continue
sustaining Metaleurop Nord's operation through injection of additional
funds.  Metaleurop said accumulative losses at Metaleurop Nord amounted to
EUR97 million in 2001 and 2002.

The Noyelles Godault-based business fell into receivership in January,
leaving parent company Metaleurop to deal with a liquidation impact of
EUR100 million gap on its 2002 consolidated statements.  Metaleurop was
given a EUR12 million- bridge loan by its shareholder, Glencore
International, but the funding expired at the end of August.  Creditors are
now seeking to recover EUR40 million from the company.


=============
G E R M A N Y
=============


GERLING GLOBAL: FY2002 Deficit Hits EUR536 Million
--------------------------------------------------
Gerling Global Re considers financial year 2002 -- its last year as an
active reinsurer -- another difficult year.

Property and Casualty business has been running off since October 26 2002,
while active Life reinsurance business was transferred to Gerling Life
Reinsurance GmbH, a company newly set up just for this purpose.  During the
current financial year, Gerling Life Reinsurance was sold to VHV
Vermogensanlage-AG to be held in trust by that company and was renamed
"Revios Ruckversicherung GmbH."

Underwriting result substantially improved

In its last year as a reinsurer actively operating the reinsurance of
Property and Casualty business, Gerling Global Re posted premiums of
EUR1,890 million, which was 12.9% less than premium income recorded in 2001.
The lower volume was due to restructuring measures as well as the
commutation of a number of treaties.  In active Life reinsurance business,
premium income remained at a nearly unchanged level of EUR936 million.

The underwriting result of Gerling Global Re before adjustment of the
equalization provision improved significantly as against that of the
preceding year, with the deficit dropping by around EUR665 million to just
EUR62 million.  As a result of this improvement, the amount of EUR9 million
needed to be allocated to the equalization provision.

The revaluation of affiliated companies, which had to be made in connection
with the run-off, gave rise to depreciation to the tune of EUR721 million.
Due to developments on financial markets Gerling Global Re had to proceed to
value adjustments amounting to another EUR216 million.  To a minor extent,
Gerling Global Re made use of section 341 b of the German Commercial Code
HGB in order to avoid further depreciation of EUR48 million.  Overall, the
general account closed with a deficit of EUR536 million.  Total investments
amounted to EUR6,323 million.

No excess of liabilities over assets

Although the equity posted in the 2002 balance sheet is negative at EUR100
million due to the net deficit for the year of EUR635 million, this must not
be deemed equivalent to an excess of liabilities over assets, as this
negative figure is more than balanced by the equalization provision
amounting to EUR241 million.  In 2003 it will be possible to dissolve a
major part of that provision and add the amount to equity.

Outlook

In view of the transition to run-off company and the volatility of capital
markets it is not possible at present to make a forecast for the current
financial year.  "The focus of Gerling Global Re is on an orderly run-off of
its Property and Casualty business.  Those risks, which still have a bearing
in the 2003 financial year, did not cause any claims of a remarkable size so
far.  Premium income to be expected is commensurate with these risks.
Hidden burdens have decreased substantially in the wake of recent market
developments," says Dr. Achim Kann, chairman of the Gerling Global Re
Executive Board.

Dr. Kann will continue to re-organize Gerling Global Re as a successful
run-off company, which will shortly introduce its new name and corporate
design to the market.

CONTACT:  GERLING GLOBALE RUCKVERSICHERUNGS-AG
          Yusuf Mete
          Phone: +49 221 144-63223
          Fax: +49 221 144-6063223
          E-Mail: yusuf.mete@gerling.de


HVB GROUP: Operational Turnaround Gathers Momentum in Q3
--------------------------------------------------------
HVB Group achieved an operating result of EUR623 million in the third
quarter, its best quarterly operating result this year.  Excluding the gain
of EUR279 million from the disposal of Norisbank, the operating result
increased 76% compared with the second quarter (pro forma).  This can be
attributed to a strong 6.4% rise in operating revenues (excluding the gain
from the disposal of Norisbank).  The operating result through September 30,
2003 increased to EUR969 million, as compared with a pro rata loss of EUR460
million in the prior year (pro forma).  The quarterly income before taxes,
at EUR368 million, is considerably improved as compared with the previous
quarter (-EUR109 million).  Quarterly income after taxes, at EUR294 million
(previous quarter: -EUR206 million), was the best quarterly result so far
this year.

Dieter Rampl, spokesman of the Board of Managing Directors of HVB Group,
comments: "We are on the whole satisfied with the trend in the third
quarter. We are delivering on our promise.

The stock markets have also shown their appreciation of the successes
achieved so far.  This was clearly demonstrated by the success of the Hypo
Real Estate spin-off.  We are making good progress, but are aware that we
have a long way to go."

With these results, HVB Group remains well within its target corridor for
2003: Operating revenues again rose sharply compared with the second
quarter, increasing to EUR2,532 million, excluding the gain from the
disposal of norisbank.  Net interest income increased 4.5% compared with the
previous quarter to EUR1,530 million.  Risk provisions remained constant in
the third quarter at EUR585 million.  At EUR1,749 million, risk provisions
were 29.2% lower (September 30, 2003) than the pro rata prior year level.
Net commission income again increased sharply by 12% over the previous
quarter's level to EUR738 million.  The trading profit of EUR222 million
nearly matched the strong results achieved in the previous two quarters.
General administrative expenses remained at the level of the previous
quarter, at EUR1,603 million.  The total of EUR4,836 million over the first
nine months of the current year is 6.5% lower than the pro rata figure for
the prior year
(pro forma).

The cost-income ratio improved in the third quarter -- excluding gains from
disposals -- to 63.3%, reaching the lowest quarterly ratio so far this year.
For the period from January 1 - September 30, 2003, it was 66.5%, as
compared with 68.2% at June 30, 2003.  The core capital ratio improved from
5.1% (pro forma figure at the end of 2002) to 6.0% (6.2% pro forma,
including the effects of gains from disposals).

Additional measures in the fourth quarter

HVB Group plans to implement further measures in the fourth quarter to
improve the core capital ratio from the current
6.0% to a level of 6.7 - 6.8% from today's standpoint:
(a) through further reductions in risk assets, including intensified
securitization activity

(b) significant reinvestment of earnings in the Group

(c) further streamlining of non-strategic shareholdings

(d) disposal of our commercial real estate portfolios in America

(e) through the participation of an outside investor in a new subsidiary to
be set up for project finance, the core capital will increase by up to 750
million euros at year's end.  In addition to the existing HVB project
finance portfolio, this new subsidiary is to include HVB's expertise in this
area in the administration and acquisition of new financing transactions.

Target corridors for 2003:
HVB Group New             2003 budget  Prorated        1/1 -
(in million euros of)                  forecast   Sept. 30, 2003
Total operating revenues  9,500-9,900  7,125-7,425    7,275*
Provisions for losses on loans
                          2,300-2,600  1,725-1,950    1,749
General administrative expenses
                          6,500-6,700  4,875-5,025    4,836
Cost-income ratio, in %      66-70        66-70        66.5*
* excluding gain on disposal of norisbank


HVB GROUP: Fitch Affirms Ratings on Improved Third Quarter
----------------------------------------------------------
Fitch Ratings, the international rating agency, has affirmed Bayerische
Hypo- und Vereinsbank's (HVB) ratings at Long-term 'A', Short-term 'F1',
Individual 'C/D' and Support '1'.  The Long-term rating Outlook remains
Stable based on Fitch's view that the bank will continue to fulfill its
promises to deliver on further improved capitalization and demonstrate that
credit risk is now under control.

The rating affirmation follows HVB's release of nine months results, the
first financial period reported after the spin-off of most of its real
estate business earlier this month into the Hypo Real Estate group.  The
numbers give an insight into what can be expected for the new group in terms
of profitability and risk profile, although the bank's restructuring is not
yet complete.  On a quarter-by-quarter basis, the bank was able to report
improvement in operating revenue in Q3 while reducing risk-weighted assets.
This is not an easy combination to achieve, and Fitch will be monitoring
progress in each of these areas.  Although HVB has finally returned to
profit, its return on equity remains low and is likely to remain so until
well into next year.  Underlying operating profitability is strongly reliant
on the bank's ability to keep its provisioning requirements within its
budget for this year.  Fitch expects HVB to report a profit towards the
higher end of management's targeted range of EUR300 million and EUR600
million; this excludes the EUR460 million provision charge for the guarantee
provided by HVB to Hypobank Germany (part of the newly created Hypo Real
Estate group), which will be offset by gains from the sale of businesses.

The bank targets a Tier 1 ratio close to 7% at end-2003.  At end-September
2003 and after factoring in the EUR214 million gain on Bank von Ernst, HVB's
Tier 1 ratio was a relatively weak 6.2%, but substantially up on an
equivalent ratio (5.1%) at end-2002.  Management has stated that
securitization transactions and sales of non-core assets and businesses
underway mean that HVB is still on track to achieve a Tier 1 ratio of
6.7%-6.8% by the end of the year.  Deviation from this target will result in
a one-notch downgrade of the Long-term, Short-term and Individual ratings of
the bank.

The ratings of HVB's hybrid Tier 1 instruments issued through HVB Funding
Trusts I, II, IV, VII and VIII have been affirmed at 'BBB+'.  At the same
time, the agency has affirmed the Long-term 'AAA' ratings of the bank's
public sector and mortgage Pfandbriefe.


PROSIEBENSAT.1 MEDIA: Aims to Cut Cost by EUR60 Mln Next Year
-------------------------------------------------------------
ProSiebenSat.1 Media is planning to cut programming costs at one of its TV
stations next year, according to Frankfurter Allgemeine Zeitung.  The report
said the broadcaster is aiming to save as much as EUR60 million in SAT1.

ProSiebenSat.1 Media AG is Germany's largest TV company.  Formed in 2000 by
merging ProSieben Media AG and Sat.1, the group has four strong TV
stations -- Sat.1, ProSieben, Kabel 1 and N24 -- and holds a leading
position in both the multimedia and merchandising fields.

A consortium of investors including Saban Capital Group Inc. acquired the
company in August -- a move that, according to international rating agency
Fitch, removed the uncertainty stemming from the company having an insolvent
and therefore short-term parent Kirch Media.

Moody's Investors Service recently confirmed the Ba3 senior unsecured bond
rating of ProSiebenSat.1 Media as a conclusion of a rating review initiated
in August.  Among others, the rating agency said it expects the management
to concentrate on improving operating performance and stabilizing the
financial structure of the group.


WCM GROUP: Desperate to Meet Debt Deadline Today
------------------------------------------------
WCM, the Frankfurt-based investment group, faces a crucial deadline today to
find a solution to repay a debt it guaranteed to Sirius, the holding company
that contains its most prized asset, IVG.

Supervisory board chairman Dieter Vogel had requested meetings with creditor
banks, including HSH Nordbank, DZ Bank and WGZ, banking industry insiders
said.  The parties were still in last-minute negotiations with creditor
banks on Wednesday night, according to the Financial Times.

Mr. Vogel's proposals are understood to include a break-up of the assets of
the group, the report said.  Morgan Stanley and distressed debt specialists
Fortress and Cerberus reportedly offered bailout and restructuring plans for
the group.  WCM declined to comment, according to the report.


WCM GROUP: Yields Profit in 9 months; Hopes to End Year in Black
----------------------------------------------------------------
In the first nine months of 2003, the results from ordinary activities in
the WCM Group were EUR9.6 million, after -EUR121.4 million in the
comparative period of the previous year.  This represents an improvement of
EUR131 million.  In the third quarter, WCM posted results from ordinary
activities of EUR42.5 million, after -EUR111 million in the comparative
period of the previous year.

The Management Board

Issuer's information/explanatory remarks concerning this
ad-hoc-announcement:

In an ad-hoc disclosure WCM Beteiligungs- und Grundbesitz- AG announced that
the results from ordinary activity in the group for the first nine months
were EUR 9.6 million against minus EUR 121.4 million in the comparable
period of 2002.  With this result, WCM has returned to profitability.  In
the first half year, WCM posted a negative result of EUR32.9 million.

Roland Flach, Chairman of the WCM Management Board: "We expect that we will
close the 2003 financial year with a considerably positive result.  Due to
the positive development on the capital markets, we have still considerable
hidden reserves in our equity holdings."

CONTACT:  WCM GROUP
          Ms. Maren Moisl
          Phone: 069 90026-510
          Fax: 069 90026-110
          E-mail: presse@wcm.de


WESTLB AG: Dawnay Day Expected to Join Brokerage Arm Auction
------------------------------------------------------------
Another name emerged as potential bidder for WestLB's brokerage arm ahead of
today's deadline for the offers.  Corporate finance boutique Dawnay Day was
tipped as another prospective buyer for Panmure Gordon, Dow Jones said
Wednesday.

Bridgewell Securities, Laward LLC and Panmure's management backed by private
equity company 3i group Plc was previously singled out as among the
interested parties.  They could offer about GBP50 million, mostly involving
assumed debt, according to AFX.  WestLB expects as many as six bids at the
end of the day today.

WestLB is currently selling assets to return to profitability after a EUR1.7
billion- loss last year.  The loss was mainly due to writedowns on
refinancing provided to U.K. television rental company BoxClever.  It is
selling its brokerage arm, Panmure, at around GBP50 million in a deal that
could involve any potential buyer taking on GBP40 million in debt, and
paying GBP10 million in cash.  Panmure specializes in brokerage, corporate
finance, equities research and trading in small-to-mid-cap U.K. companies.


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I R E L A N D
=============


ELAN CORPORATION: Receives Waivers from EPIL Noteholders
--------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) announced Wednesday that, in connection
with a proposed offering of guaranteed convertible notes, it has sought and
received waivers from the holders of a majority in aggregate principal
amount of guaranteed notes issued by Elan's subsidiaries, Elan
Pharmaceutical Investments II, Ltd. (a qualifying special purpose entity),
and Elan Pharmaceutical Investments III, Ltd.  The waivers, which will
become effective upon the satisfaction of certain conditions, including the
sale by Elan of not less than 30 million ordinary shares in a concurrent
offering, will enable Elan to complete the proposed convertible note
offering.

Upon the effectiveness of the waivers, Elan will pay an aggregate fee of
US$16.8 million (2.0% of the aggregate principal amount of the outstanding
EPIL Notes), which may increase to US$21 million (2.5% of the aggregate
principal amount of the outstanding EPIL Notes) if Elan sells fewer than 35
million ordinary shares in the concurrent ordinary share offering.

About Elan

Elan is focused on the discovery, development, manufacturing, sale and
marketing of novel therapeutic products in neurology, severe pain and
autoimmune diseases.  Elan shares trade on the New York, London and Irish
Stock Exchanges.


ELAN CORPORATION: Sells US$250 Million Convertible Notes
--------------------------------------------------------
Elan Corporation, plc (NYSE: ELN) intends to offer 35 million of its
Ordinary Shares and that its wholly owned subsidiary, Elan Capital Corp.,
Ltd., intends to offer $250 million in aggregate principal amount of
guaranteed convertible notes.  The offerings, which are subject to market
and other conditions, are being made outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act of 1933.

Payment for and settlement of the Ordinary Shares to be offered is expected
to occur on or around November 5, 2003.  Deposit of Ordinary Shares against
delivery of American Depositary Shares representing such Ordinary Shares
will be subject to certain restrictions during the period of 40 days
following the closing of the Ordinary Share offering.  The closing of the
Ordinary Share offering is not conditional upon the closing of the Note
offering.

The Notes, which are expected to have a term of five years, will be fully
and unconditionally guaranteed by Elan and will be convertible into Elan
Ordinary Shares or, at the option of the holder, ADSs, at conversion ratios
to be determined, commencing on the 120th day following the closing of the
offering.  Payment for and settlement of the Notes is expected to occur on
or around November 11, 2003.  The closing of the Note offering is
conditional upon the sale of at least 30 million Ordinary Shares in the
Ordinary Share offering.

The net proceeds from the offerings will be used by Elan's subsidiary, Elan
Finance Corporation, Ltd., to repurchase outstanding Liquid Yield Option
Notes due 2018, including LYONs tendered for purchase at the option of the
holders thereof as of December 14, 2003 pursuant to the indenture under
which the LYONs were issued.  Any excess proceeds are expected to be used by
Elan and its subsidiaries for general corporate purposes.

The Ordinary Shares, the Notes, the guarantee of the Notes and the shares to
be issued upon conversion of the Notes have not been and will not be
registered under the Securities Act and, unless so registered, may not be
offered, sold or distributed within the United States or to U.S. persons (as
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

This release does not constitute an offer to sell or the solicitation of an
offer to buy any Notes or Ordinary Shares.

In the United Kingdom, this announcement, in so far as it constitutes an
invitation or inducement to participate in the offering, is directed
exclusively at persons who fall within article 19 or 49 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such
persons together being referred to as "relevant persons").  This
announcement, in so far as it constitutes an invitation or inducement to
participate in the offering, must not be acted on or relied on by persons
who are not relevant persons.  The securities referred to in this
announcement will be issued only to relevant persons.

Stabilization/FSA

About Elan

Elan is focused on the discovery, development, manufacturing, sale and
marketing of novel therapeutic products in neurology, severe pain and
autoimmune diseases.  Elan shares trade on the New York, London and Irish
Stock Exchanges.


=========
I T A L Y
=========


FIAT SPA: Holds Conference Call on Q3 Results Today
---------------------------------------------------
Fiat will release its 2003 third quarter results today.  At 4:00 PM
(Continent)/3:00 PM (U.K.), Senior Management will host a conference call to
review the results and discuss recent business developments.  The call will
begin with a short presentation followed by a question and answer session.

A Webcast of the call will be available both live (in listen-only mode) and
for replay purposes on Fiat's website at http://www.fiatgroup.com. Slides
for the introductory presentation will also be available on Fiat's website.

Please register for the call on-line at:
http://invite.taylor-rafferty.com/_fiat/europe

The dial in number to join the conference call will be available upon
registration on the internet.

You may also register by contacting Nicolas Duperrier at Taylor Rafferty on
+44 (0)20 7936 0400.


===========
R U S S I A
===========


WIMM-BILL-DANN FOODS: Sales up in First Nine Months
---------------------------------------------------
Wimm-Bill-Dann Foods OJSC (NYSE: WBD) announced Tuesday sales volumes for
the first 9 months of 2003.

In the first 9 months of 2003, the combined sales volume in dairy, juice and
water segments increased 7.2% year-on-year and was 1,104 thousand tons.  By
market segment, juice sales volumes amounted to 359.1 thousand tons,
demonstrating a 9.1% increase over the same period in 2002.  In the dairy
segment, sales volumes were 5.7% higher than in the first 3 quarters of last
year, at 740.9 thousand tons.  Mineral water sales, which commenced in May
2003, amounted to 4.0 thousand tons through September 30, 2003.

Wimm-Bill-Dann plans to announce Q3 2003 financial results in the first week
of December 2003.

Wimm-Bill-Dann Foods OJSC is a leading manufacturer of dairy and juice
products in Russia.  The company was founded in 1992.

The Company currently owns 24 manufacturing facilities in 20 locations in
Russia and the Commonwealth of Independent States, as well as affiliates in
26 cities in Russia and the Commonwealth of Independent States.  The company
also distributes its products in Canada, Germany, Israel, the Netherlands,
the U.K. and the United States through both its own distribution network and
independent distributors.

Wimm-Bill-Dann has a strong and diversified branded portfolio with over
1,100 types of dairy products and over 170 types of juice, nectars and still
drinks.  The company currently employs over 18,000 people.

Wimm-Bill-Dann was rated first best out of 45 firms in terms of transparency
in the S&P survey of leading Russian companies, and was rated third best in
the latest Brunswick UBS Warburg survey of corporate governance in Russia.

Wimm-Bill-Dann was awarded best European Equity Deal of 2002 by Euroweek and
Institutional Investor magazines.

                              *****

In May, Standard & Poor's Rating Agency assigned Wimm-Bill-Dann a 'B+'
long-term corporate credit rating.

Credit analyst Tatiana Kordyukova said: "The ratings on WBD are
constrained by the company's need for substantial investment in
plant and working capital over the next several years to support
its growth strategy and maintain its leading position in the
steadily growing Russian packaged food market."

CONTACT:  WIMM-BILL-DANN
          Kira Kiryuhina, Director, Public Relations Department
          Phone: +7 095 733 9726
          Email: kira@wbd.ru

          Shared Value Ltd
          Edward Baumgartner, Analyst
          Phone: +44 207 321 5037
          Mobile: +44 781 579 6506
          E-mail: ebaumgartner@sharedvalue.net


=========
S P A I N
=========


LYCOS EUROPE: Net Loss in First Nine Months Down 78%
----------------------------------------------------
For the first nine months 2003, LYCOS Europe improved its EBITDA (Earnings
Before Interest, Taxes, Depreciation, and Amortization) by 48% to -EUR28.6
million compared to -EUR55.4 million for the same period 2002.  Net loss
reduced by 78% from -EUR177.5 million for the first nine months 2002
to -EUR39.8 million for the same period 2003.  Adjusted for a goodwill
impairment loss of -EUR100.4 million in 2002 net loss reduced by 48%.

LYCOS Europe recorded total revenues of EUR61.8 million (previous year:
EUR89.3 million) for the first nine months 2003.   This decrease of 31% is
primarily due to non-recurring effects such as the sale of loss making group
companies.  Adjusted for these effects revenues decreased by 19 percent.  On
the same pro forma basis and compared to previous year -EUR6.7 million,
LYCOS
Europe was able to nearly double its paid services and shopping revenues to
EUR12.6 million.  This is due to enhanced efforts started in early 2003 to
extend premium and paid services.
For the third quarter 2003, total revenues amounted to EUR19.4 million, a
decrease of 29% compared to previous year -EUR27.2 million.  At the same
time, LYCOS Europe improved its EBITDA result by 48% to -EUR8.2 million
(previous year: -EUR15.7 million).  Net loss reduced by 59% from -EUR30.4
million for the third quarter 2002 to -EUR12.6 million for the third quarter
2003.

LYCOS Europe's cash, cash equivalents and deposits amounted to EUR184.4
million on September 30, 2003.

LYCOS Europe's financial statements have been prepared in accordance with
the United States generally accepted accounting principles (US GAAP).


=====================
S W I T Z E R L A N D
=====================


JULIUS BAER: Optimistic about Business Trend Going Forward
----------------------------------------------------------
The Julius Baer Group's assets under management rose from CHF113.5 billion
to CHF115.4 billion in the third quarter, resulting in growth of 8.4% for
the first nine months of the year.  The improved market conditions have also
had a visible impact on the earnings trend.

At the traditional fall media conference, held in Geneva for the first time,
Julius Baer Holding Ltd. Chairman Raymond J. Baer stressed the importance of
Geneva's financial industry: "Accounting for approximately 40% of the assets
under management in Switzerland, Geneva represents a cornerstone of the
Swiss financial industry."  He also commended the banks in French-speaking
Switzerland for their staunch determination in voicing the concerns of this
key economic sector in the context of political debates.  CEO Walter
Knabenhans noted that Julius Baer's offices in the cities of Geneva and
Lausanne make a significant contribution to the success of the group. Geneva
manages over 10% of Julius Baer's private banking assets and serves as a
central hub for international private banking activities for the
Mediterranean region and the Middle East.

Assets under management higher in the third quarter

The Julius Baer Group's assets under management expanded from CHF113.5
billion to CHF115.4 billion in the third quarter.  This corresponds to total
growth of 8.4% for the first nine months of 2003.  The increase that has
been evident since June is primarily attributable to the inflow of new money
in private banking and the institutional area.  At the same time, however,
the slight weakening of the U.S. dollar and the euro versus the Swiss franc
had a negative effect.

"The more favorable market environment since mid-year has had a noticeable
influence on our income trend, and thanks to continuing strict cost
discipline, on our earnings trend as well," commented CEO Walter Knabenhans
on the course of business.  The sale of the Brokerage Business Line was
completed on October 10, 2003, and this unit ended the third quarter with  a
almost balanced result.

In view of the current business trend and the revival of investor
confidence, Julius Baer is optimistic about the course of earnings in the
remainder of the 2003 financial year.

Julius Baer will present detailed results for the current financial year on
March 10, 2004.

                              *****

Julius Baer has been struggling with the difficult markets and resulting
drop in assets under management as well as to falling transaction volumes.
In 2002, the Group's consolidated net profit fell 19% to CHF183 million,
forcing it to chop a substantial percentage of its workforce.  In the
first-half of this year, the Group took various measures to sustainably
improve profitability.

CONTACT:  JULIUS BAER
          Investor Relations
          Jan A. Bielinski
          Phone: +41 (0) 58 888 5501


SAS GROUP: Completes Sale of Office Properties in Copenhagen
------------------------------------------------------------
In connection with the latest quarterly result, the SAS Group has informed
about a program of release of capital including office properties.

The SAS Group has signed an agreement with the Danish company Keops to sell
five office properties in Copenhagen.  The transaction will release capital
of approximately SEK1,000 million and will reduce net debt by a similar
amount.  The transaction will provide a gain on sales in excess of SEK500
million. The SAS Group has also signed a lease agreement of between 10 and
15 years and will also in the future use the properties involved.  The costs
for the leaseback are neutral compared with depreciations and interest cost
of today.

The transaction is also part of the SAS Group's focus on core business and
enhances flexibility for the SAS Group's future need for office properties.
The transaction is pending full completion of all conditions in the
agreement and relevant government approvals.

                              *****

Scandinavian Airline Group is cutting jobs to return to profitability by
2004.  It aims to reduce costs by SEK13-14 billion by 2005, and has called
to its subsidiaries to save SEK900 million.


SCANDINAVIAN AIRLINES: E-mail Prematurely Bares Plan to Cut Jobs
----------------------------------------------------------------
More than a hundred employees at SAS will lose their job as the airline
moves its ticket accounting department to India, an administrative error
broke the news prematurely, according to Aftenposten.

The report cited Danish newspaper Politiken saying the plan to slash 170 job
cuts was announced via e-mail on Tuesday, and was made known to employees
concerned before they were supposed to learn the information.  According to
the report, the plan was to announce the move and job cuts on Thursday, and
to discuss how best to break the news.  But the error already broadcast the
disappointing news to half of the employees of the division, who promptly
informed the others.

SAS has been cutting jobs to return to profitability by 2004.
The airline has been reeling from losses at the same time that
its relatively high fares virtually priced it out of the market.
It moved its maintenance operations for MD-80 aircraft from Ireland to Oslo
this month.


SWISS INTERNATIONAL: Efforts to Stay in Lugano Suffers Blow
-----------------------------------------------------------
The formal objection lodged by SWISS against the imposition of new approach
regulations for Lugano Airport will not defer the introduction of the new
provisions, the Federal Department of the Environment, Transport, Energy and
Communications' Appeals Commission has ruled.  The Federal Office for Civil
Aviation is, however, considering exempting SWISS flights from the new
provisions for a limited period, during which a solution acceptable to all
sides might be found.  SWISS is still making every effort to retain Canton
Ticino within Switzerland's air transport network.

The Federal Office for Civil Aviation announced new approach regulations for
Lugano Airport on August 21, 2003.  Despite the submission of objections by
SWISS and the Ticino cantonal authorities, the new provisions are scheduled
to enter into effect on November 1.  The Appeals Commission of the Federal
Department of the Environment, Transport, Energy and Communications has
ruled that the objections lodged will not defer the introduction of the new
provisions.  The committee has yet to rule on the merits of the objections
themselves.

If the new Federal Office for Civil Aviation regulations for approaches to
Lugano took effect as planned on November 1, SWISS will no longer be able to
guarantee the provision of operationally and commercially viable air
services to and from the airport.

The Federal Office for Civil Aviation is currently considering exempting
SWISS flights from the new provisions for a limited period of time, however,
during which a procedure would be used which is viable from SWISS'
perspective.

SWISS hopes that this temporary arrangement would give all the parties
involved further time to agree on a new solution that would ensure that
Lugano could continue to be served safely and in compliance with all
international regulations.

SWISS will continue to do its utmost to retain Lugano in its route network
and link Southern Switzerland with its international air services.

CONTACT:  SWISS Corporate Communications
          P.O. Box, CH-4002 Basel
          Phone: +41 848 773 773
          Fax: +41 61 582 3554
          E-mail: communications@swiss.com
          Homepage: http://www.swiss.com


===========================
U N I T E D   K I N G D O M
===========================


ABBEY NATIONAL: Profits at Personal Finance Services Down
---------------------------------------------------------
This statement provides a summary of business and financial trends up to
September 30.  Unless otherwise stated, the statement relates to the 3
months to end September, compared to a pro-rata equivalent of first half
2003 earnings.

Abbey is on track in its 3-year change program.  Much has been accomplished
in just 8 months, though substantial execution risk still remains.  In
September, we re-launched our core personal financial services (personal
financial services) business, announcing a range of product, service and
communication changes.  These form part of a radical shift in how we intend
to think about and treat customers.  They mark the visible start of actions
aimed at capturing the revenue growth opportunity that Abbey's
under-leveraged potential presents.  In the Portfolio Business Unit, we
continue to make good progress, with the assets expected to be substantially
removed by the end of 2004, a year ahead of the original schedule.

Financial highlights from the statement include:

(a) third quarter trading profit before tax for the ongoing personal
financial services businesses around 15% below the pro-rata first half 2003
due to a reduction in income and the impact of expense phasing, both as
expected.  Income was weaker (as flagged at the Interims) principally in
Treasury Services (which reported unusually strong performance in half one)
but also in Banking and Savings (from narrowing of the mortgage and savings
spread).  Costs were also ahead of the first half run-rate but below the
second half run rate in 2002, reflecting cost program benefits;

(b) a further marked reduction in Portfolio Business Unit assets to GBP20
billion at end September, some 67% lower than December 2002.  The 22%
reduction since the interim stage reflects significant sales of both debt
securities and loans, but excludes the sale of the Italian business, which
should be completed in the next 3 months.  Exit costs continue to be better
than originally anticipated.  The 'mark to market' disclosures for wholesale
bond and loan portfolios updated herein show that our loss expectations have
improved in those portfolios by some GBP100 million since the interims;

(c) strong net mortgage lending of GBP6.5 billion year to date, up 55% on
the same point last year, and equivalent to an estimated net lending market
share of 9.4%, and an estimated 10.7% share of gross lending;

(d) new business levels across other product lines remain consistent with
first half performance -- while below our future aspirations, these are
satisfactory given the current demands of the change program on front line
staff; and

(e) personal financial services credit quality remains strong, with some
further improvement since the interim stage.

At this point in its restructuring program, Abbey is prioritizing
fundamental change and improvement, with consequent lower visibility of
quarterly earnings trends.  Subject to this caveat, Abbey is anticipating
the fourth quarter personal financial services trading result to be modestly
weaker than the third quarter, reflecting:

(a) an increase in costs, largely marketing and other activity to support
the business re-launch.  Nevertheless, for the full year, we expect to
contain trading expenses to around the comparable 2002 level.  This means
that cost program benefits (which remain on track) should now largely offset
business re-launch costs, as well as inflation and increased pension costs
previously flagged; and

(b) it is possible that revenues will decline a little more from third
quarter levels reflecting the full impact of the spread narrowing in
mortgages and savings (full year spread expected to be around 1.54%), with
the fourth quarter expected to be slow for Treasury Services.

The momentum of change established early in the year has been sustained
through the third quarter, including:

(c) re-launching the business, announcing a radical shift in how we mean to
treat our customers with the aim of turning banking on its head - including
simplifying the product range, reducing the number of brands, launching a
new catalogue presenting the full range of services and beginning the
re-write of all customer letters in a friendlier style with no jargon;

(b) the launch of innovative new products including Wrap through
intermediaries and Multi-Manager;

(c) launch of the outreach program ahead of schedule, with a 60 strong team
now in place and making over 30,000 proactive customer calls per week with
capacity due to increase before the year end;

(d) the appointment of Tony Wyatt as Customer Operations Director,
completing the Executive Director team, and the completion of the review of
the next layer of management, with substantive changes made and additional
recruitment well progressed (including new heads of advertising, general
insurance, risk and compliance);

(e) progress made on offshoring and onshore consolidation plans, including a
pilot to move data input processing on protection products to Bangalore from
Glasgow and Edinburgh; and

(f) continuing progress towards exceeding GBP200 million gross annualized
cost savings, with third quarter cost savings of GBP36 million included in
the profit guidance above.

The priorities for the remaining part of 2003 include:

(a) developing our plans for delivering revenue growth in 2004 and 2005;

(b) further progress toward improving, simplifying and removing
inconsistencies in other accounts and services, and completing the re-write
of all customer letters;

(c) progressing and intensifying cost program initiatives; and

(d) continuing progress in IT rollouts and recruitment and training of
customer facing staff.

The short-term impact of organizational change, system rollouts, staff
training and related initiatives, whilst representing essential actions for
future growth, will remain a drag on performance through the first half in
2004.  The full year results presentation will provide more guidance on our
priorities and plans to deliver revenue growth, related reinvestment costs
and updated cost saving targets.

Personal Financial Services - Financial Update

Personal financial services trading profit before tax for the 3 months to
the end of September was around 15% below a pro-rata equivalent of first
half earnings.

By product line, the main highlights include:

(a) Banking & Savings trading profit before tax down around 7% versus the
first half run-rate, with fourth quarter profit expected to be adversely
affected by higher costs from the business re-launch with some continued
revenue impact from spread changes (see below);

(b) earnings from the Life businesses running at similar levels to the first
half, and continuing to represent the majority of the year on year personal
financial services decline.  Second half experience variances, if any, will
be assessed at the year end as usual, though a continuation of certain
negatives reported in half one is likely;

(c) a modest improvement in General Insurance trading profit before tax in
the third quarter, although the second half result is unlikely to exceed the
equivalent 2002 level;

(d) Treasury Services profit before tax around 40% lower than the
exceptionally strong first half run-rate, and likely to deliver a full year
result broadly comparable with that of 2002; and

(e) charges in Group infrastructure slightly higher than those reported in
the first half, and substantially below 2002.

By profit & loss line, the main highlights include:

(a) a slight reduction in trading income, with an increase in non-interest
income offset by lower net interest income in Treasury Services and to a
lesser extent Banking & Savings;

(b) the retail banking spread is expected to be around 1.54% for the full
year (first half of 1.61%).  This reflects the re-alignment of SVR pricing
over the last 12 months, as well as improved gross lending combined with
higher redemption levels.  This changes the mix of the overall book, albeit
the SVR asset has remained relatively static in the third quarter, and now
represents circa 20% of the total mortgage asset.  Funding lending growth
creates pressure on deposit margins.  This has also been impacted by base
rate falls  in the first half.  This growth is being funded from wholesale
and more expensive retail funding sources resulting in a higher cost of
marginal funding, compounded by the widening of the LIBOR differential to
base rates as market expectations have shifted towards a possible rate rise;

(c) costs on a trading basis were ahead of the first half run-rate, and
incorporated GBP36 million of savings from the cost program, up 57% on the
first half run rate.  As referred to in the summary, fourth quarter costs
are expected to increase due primarily to marketing and other activity
around the business re-launch.  Other cost increases in the second half
principally relate to phasing of higher pension accruals and ongoing project
spend previously capitalized; and

(d) further improvements in credit quality across all products, with 3 month
plus mortgage arrears cases falling to 9,971, 32% lower than the same point
in 2002 and a reduction of 10% since the interim stage.

Mortgage credit quality
                                Sep 2003   Jun 2003   Dec 2002

3 month+ mortgage arrears (cases)  9,971     11,100     13,500
Properties in Possession (cases)     411        414        419
New Business:
- % First Time Buyers                17%        16%         18%
- LTV > 90%                           9%         9%         14%
- Average LTV (on new business)      57%        56%         61%

As reported at the interim stage, the trading profit guidance above excludes
'one-off' charges.  Amongst other things, these will reflect investment
variances in the life funds and current period restructuring costs (which
are expected to be higher in the second half as more expensive restructuring
activities are undertaken).  There remains material risk of additional life
company charges and / or capital requirements during the next 15 months
particularly as the impact of emerging regulatory standards and any changes
in lapse data becomes clearer.

Personal Financial Services - New Business Update

                     9 months to   9 months to  6 months to
                      Sep 2003       Sep 2002    Jun 2003
Banking & Savings
Gross mortgage lending  GBP20.9bn      GBP15.1bn       GBP12.9bn
Mortgage capital repayments
                        GBP14.4bn      GBP10.9bn       GBP9.1bn
Net mortgage lending    GBP6.5bn       GBP4.2bn        GBP3.8bn
Market share - gross mortgage lending (estimated)
                         10.7%         9.6%         10.6%
Market share - net mortgage lending (estimated)
                          9.4%         7.4%          9.1%

Total net deposit flows GBP1.0bn        GBP0.6bn        GBP1.5bn

Bank account openings   316,000       341,000       206,000

Credit card openings    205,000       207,000       151,000

Gross unsecured personal lending
                         GBP1.3bn      GBP1.1bn        GBP0.8bn

Investment Sales

New business premiums - excluding with profits
                        GBP1,044m        GBP1,610m       GBP694m
New business premiums - with profits (1)
                          GBP65m          GBP192m        GBP43m
Annualized equivalent - excluding with profits
                         GBP141m          GBP225m        GBP95m

Insurance Sales

Protection - annualized equivalent
                         GBP91m           GBP85m          GBP61m

General Insurance new policy sales
                       373,000         413,000       257,000

(1) Includes sale of Prudential Bond for which only commission is earned,
totaling GBP63 million in the 9 months to September 2003.

New business highlights for the 9 months to September include:

(a) gross mortgage lending of GBP20.9 billion (Sep 2002: GBP15.1 billion) up
38%, with capital repayments at GBP14.4 billion also significantly higher
than the same period in 2002.  Overall, net lending market share was
estimated at 9.4%, with net lending up significantly to GBP6.5 billion (Sep
2002: GBP4.2 billion).  The second half of the year is expected to be the
third consecutive 6 month period of 10% plus gross lending market share,
demonstrating Abbey's increased presence in this market without relaxing
lending criteria and with mortgage new business margins relatively stable;

(b) deposit outflows in the quarter, in part as a result of re-pricing the
Abbey business range and increased bond maturities in the period.;

(c) strong bank account openings, particularly in the Abbey brand, with good
account balance growth, and although lower, credit card openings still over
50,000 in the quarter;

(d) investment sales at similar levels to those reported at the interim
stage, largely reflecting market trends in the personal sector and absence
of new product launches.  However, the run-rate of sales of the Flexible
Investment Bond has increased in the third quarter, and protection sales
remain strong; and

(e) general insurance sales broadly in line with first half performance, but
down on the same period last year as a result of lower motor volumes through
direct response, and an increased proportion of introduced mortgage business
resulting in lower cross sales at point of sale.

Portfolio Business Unit

               Sep 03 Assets  Jun 03 Assets  Dec 02 Assets
                  GBP bn            GBP bn           GBP bn

Debt securities    3.1             6.9           32.3
Loan portfolio     3.4             5.0            8.4
Leasing businesses 5.4             5.6            5.7
Private Equity     0.5             0.6            0.8
Other              0.0             0.3            1.4
Wholesale Banking exit portfolios
                  12.4            18.4           48.6
First National     2.7             3.0            8.0
European Banking and other (1)
                   4.9             4.3            3.4
Total Portfolio Business Unit assets  20.0            25.7           60.0

(1) Includes c. GBP3 billion related to our Italian business, the sale of
which is expected to complete in the next 3 months

Portfolio Business Unit assets have been reduced by GBP5.7 billion, or 22%,
since the interim stage, with a similar percentage reduction in risk
weighted assets of GBP3.9 billion.  In addition, we reached an agreement for
the sale of the Italian mortgage business (GBP3.0 billion of assets) in
September.  Overall, Portfolio Business Unit assets of GBP20.0 billion are
now 67% lower than the start of the year, with a corresponding reduction in
risk weighted assets of 58% to GBP13.8 billion.

In the third quarter, losses attributable to the sale of wholesale assets
have been better than implied by the unrealized mark to market (MTM)
deficits disclosed at the interim stage. The MTM reduction in the third
quarter (set out below), results from realized losses and an underlying
reduction in loss estimates (the latter in the region of GBP100 million)
both due to slightly better market conditions as well as successful
execution of asset sales.  Other revenues, expenses and provision charges
for the Portfolio Business Unit are in line with our expectations.

Fourth quarter disposal progress is expected to continue consistent with the
revised Portfolio Business Unit timetable.  Aside from disposal and
restructuring costs incurred, decisions on provisioning (general and
specific) which impact the timing of P&L loss recognition, will primarily be
made in the fourth quarter.  Dependant on such decisions, the Group
statutory results for 2003 as a whole may well show a loss.

Wholesale Bank

Unrealized mark to market deficits
                  As at Sep 2003  As at Jun 2003  As at Dec 2002
                     GBP m              GBP m              GBP m
Loan portfolio      (290)            (394)            (491)
Debt securities      (82)            (180)            (664)
Total deficit       (372)            (574)          (1,155)

Asset portfolios not included in the above:

assets net of
                                                      provisions
                                                                  GBPbn

Finance & other operating leasing                        2.9
Porterbrook                                              2.0
IEM and other aircraft leasing                           0.5
Private Equity                                           0.5

Whilst good progress has already been made, meaningful risk exposures and
unrealized MTM deficits on certain portfolios remain.

Credit Exposure                Sep 03    Jun 03     Dec 02
                           GBP bn      GBP bn       GBP bn

AAA                             2.8        4.6       15.5
AA                              2.6        3.0        7.4
A                               1.6        3.6       13.6
BBB                             1.9        2.8        8.5
Total investment grade          8.9       14.0       45.0

BB and B                        1.2        1.2        2.2
CCC                             0.6        0.5        0.6
Total sub investment grade      1.8        1.7        2.8

The sub-investment grade exposures were reduced by 24% in the third quarter,
with sales of around GBP0.4 billion.  However, GBP0.5 billion of internal
downgrades offset these sales, but reflect previous periods' credit
impairment already captured in the mark to market assessments, rather than
further asset impairment.

In the third quarter, total aircraft exposures (including leasing and ABS
exposures net of provisions) have been reduced by a further GBP207 million,
and exposure to U.S. and U.K. power projects by GBP126 million.

Other Portfolio Business Unit businesses

Subject to approval by the Bank of Italy, the sale of our Italian mortgage
business is expected to complete in the next 3 months for a cash premium of
up to GBP46 million, equivalent to a premium of approximately 50% to
regulatory net assets.

Capital

The equity tier 1 ratio has continued to improve since the interim stage,
and whilst expected to fall somewhat by the year-end as a result of the
broadly one third/two-thirds anticipated split of dividend payment, will
remain significantly above the December 2002 level.

The redemption of $200 million preference capital in July is expected to
reduce second half preference dividends by around GBP4 million, with
exchange rate movements further benefiting the charges.

Subject to market conditions, we remain confident of a meaningful capital
release from the Portfolio Business Unit wind-down.  The extent to which
capital retention in the personal financial services business is required
will be influenced significantly by Basel II, International Accounting
Standards and related regulatory and accounting changes currently being
developed industry-wide.

The probable timeframe for clarification on the accounting and regulatory
issues, as well as the extent of Portfolio Business Unit capital release,
still remains 2005.  In a similar timeframe, the path of improvement in
personal financial services cashflows and the extent of the personal
financial services investment opportunities should also be more visible.

Luqman Arnold, CEO, said: "2003 is about putting the foundations in place
that will position Abbey as a strong and credible competitor in the market,
and help pave the way to a return to growth in the second half of 2004.  We
are 8 months through our 3-year change program -- and we are on track.

"We have done everything we said we would do at our Interim results in July.
We have re-launched the business, signaling our intent to deliver a truly
different banking experience for our customers.  We have launched a range of
innovative investment services -- setting the pace in the market for the
first time in many years.  And we have continued to make many changes behind
the scenes, increasing the cost savings we have secured, overhauling our
telecommunications and IT capability, and focusing on recruitment and
training of front line staff.

"The scale of the changes we are implementing does bring with it execution
risk, and will, as we predicted at the interim stage, have a short-term
impact on business performance and service levels through the first half of
2004.  These changes are essential to revitalize the franchise, and build a
stronger position from which we can compete thereafter.

"We remain convinced that we can rebuild value for our shareholders.  In the
Portfolio Business Unit we are ahead of plan.  In personal financial
services our priority is to deliver a distinctive customer experience --
turning banking on its head -- and the recent business re-launch was the
first step down this road."

Future diary dates:

2003 Full Year Preliminary Results Announcement:
February 26, 2004

2003 AGM: April 22, 2004

2004 Interim Results: July 29, 2004

Note - as previously stated, Abbey does not intend to release a pre-close
trading statement later this year.

CONTACT:  ABBEY NATIONAL
          Thomas Coops
          (Communications Director)
          Phone: 020 7756 5536

          Jon Burgess
          (Head of Investor Relations)
          Phone: 020 7756 4182


BIG FOOD: To Discuss Results with Analysts November 6
-----------------------------------------------------
The Big Food Group plc will be announcing its Interim results for the 24
weeks to September 12, 2003 on Thursday November 6, 2003.  There will be a
meeting for analysts at 9:15 for 9:30 a.m. at Smeatons Vaults, The Brewery,
Chiswell Street, London EC1.

For more information on The Big Food Group plc, please visit our website by
clicking on the link: http://www.thebigfoodgroup.co.uk

                              *****

Fitch Ratings in September assigned Senior Unsecured and Short-term ratings
of 'BB-' (BB minus) and 'B' respectively to The Big Food Group plc.  The
agency has also assigned a rating of 'B' to the GBP150 million 9.75% Senior
Subordinated Notes due 2012.  The Outlook is Stable.

Commenting on the company's FYE03 results it said the figures were broadly
in line with market expectations, with an improved H203 EBIT.

In relation to the pension scheme position, the deficit appears to be at the
higher end of the range seen for other retailers in the sector, taking the
group's pension-adjusted leverage ratio to 4.6x (YE02: 4.0x), although the
agency recognizes that the level of the pension liability is exacerbated by
the decline in the equity markets.

CONTACT:  BIG FOOD GROUP
          Hudson Sandler
          Lara Meinertzhagen
          Phone: 020 7796 4133


BOOSEY & HAWKES: Shareholders Urged to Accept Classic Offer
-----------------------------------------------------------
HgCapital is pleased to note that the Regent Street Music Limited lower
offers have now lapsed and that Regent will not be increasing its offers for
Boosey & Hawkes plc.

The recommended Classic Copyright offers are now the only offers available
to Boosey & Hawkes shareholders.  HgCapital reminds shareholders that the
closing date for acceptance of offers from Classic Copyright is 3 p.m. on
October 31, 2003 and therefore encourages shareholders to accept the
recommended cash offers from Classic Copyright immediately.

Nick Martin of HgCapital said: "We have always considered that Classic
Copyright's higher offer of 215 pence per ordinary share represents
excellent value for shareholders and look forward to bringing the
acquisition of Boosey & Hawkes to a swift conclusion."

                              *****

Boosey & Hawkes put itself up for sale in October 2001 after its United
States operations ran into financial trouble and its instrument-making plant
in north London was found to be turning out defective products.

CONTACTS:  Nick Martin/Ian Armitage
           Phone: 020 7089 7888

           HG CAPITAL
           Jonathan Hinton/Byron Griffin
           Phone: 020 7936 3000

           DELOITTE & TOUCHE CORPORATE FINANCE
           David Bick/Trevor Phillips
           Phone: 020 7929 5599


BRITISH ENERGY: Charges of Misleading Investors Junked
------------------------------------------------------
The Financial Services Authority cleared British Energy from accusations it
misled investors when it failed to warn them of the company's imminent
insolvency last year.

To recall, Robin Jeffrey, chairman, and Keith Lough, finance director, on
August 14 reassured analysts during a conference call held to outline the
steps they were taking following the closure of a reactor at Torness.

"I want to emphasize to you that we do not face a financial crisis and that
we have a clear and well thought out way forward," Mr. Jeffrey had said.

But on September 5, the company was forced to initiate talks with the
government aimed a securing an emergency loan to keep its business going.
It then entered into a financial restructuring with creditors.  The
Financial Services investigated the matter, focusing on negotiations that
occurred between British Energy and BNFL after Torness was shutdown on
August 12.

British Energy was criticized for failing to secure a last-minute cut in
prices from BNFL, the government-owned fuel reprocessor.  But British Energy
reasoned it was taken by when BNFL withdraw from negotiations to restructure
contracts.  BNFL was then understood ready to make significant concessions
on its agreement with British Energy.  But it balked on fears it would bear
the whole burden of falling electricity prices.

The FSA concluded there was "no evidence that during the relevant period,
the company [British Energy] breached its obligations under the listing
rules."

BNFL denies it is the cause of the company's troubles.
The Financial Times quoted one BNFL executive saying: "We talked to them all
the time.  But some of the previous management at British Energy seemed keen
to blame BNFL for being uncooperative.  While we were a big part of their
costs, we were not the cause of their problems."


CHESTERTON PLC: Johnson Service Buys Facilities Management
----------------------------------------------------------
Johnson Service Group PLC confirms that the acquisition of the
Workplace Management business from Chesterton International plc, announced
on October 13, 2003, was completed on October 28, 2003.

Johnson also announces that it has completed the disposal of the whole of
the share capital of Central Laundries Limited (Central), the Group's
textile rental business in Northern Ireland.  Net assets of Central were
GBP1.5 million at December
2002.  Johnson expects to have a continuing working relationship with
Central in the servicing of national accounts.

CONTACT:  JOHNSON SERVICE GROUP PLC
          Mike Sutton, CFO
          Phone: 0151 933 6161

          Hudson Sandler
          Wendy Baker
          Phone: 020 7796 4133


DATAFLEX HOLDINGS: To Propose Firm's Liquidation in Next EGM
------------------------------------------------------------
The Company announced on October 24, 2003 that the resolution put to
Shareholders at the extraordinary general meeting to approve the disposal by
the Company of the business of Dataflex Design Communications Limited to
Biswell 2014 Limited, a company controlled by a management buy out team, was
duly passed.

Having completed the disposal, there are now no trading activities within
Dataflex and the most significant remaining asset of the Company is cash
held on deposit.  Accordingly, Shareholder approval to place the Company
into members' voluntary liquidation and to appoint Joint Liquidators is
being sought at a second extraordinary general meeting to be held on
November 6, 2003.

Ordinarily, in accordance with the Listing Rules, the Company would have
announced a preliminary statement of results by close of business on October
28, 2003, being 120 days after the year-end.  As the Company has disposed of
the business and it is proposed that the Company be put into members'
voluntary liquidation, the Directors have not issued a preliminary statement
of results for the year ended June 30, 2003.

Accordingly, due to non-publication of a preliminary statement of results,
the Company has requested suspension of its listing on the Official List and
suspension of trading on the London Stock Exchange's market for listed
securities, with effect from 7.30 a.m. on October 29, 2003.

Assuming the resolutions are passed at the second extraordinary general
meeting, the Company's shares will remain suspended until 7.30 a.m. on
November 7, 2003 when it is expected that, with the consent of the U.K.
Listing Authority, the listing of the shares will be cancelled.

Words and expressions used in this announcement shall, unless the context
otherwise requires, bear the same meanings as set out in the circular to
Shareholders dated October 8, 2003.

CONTACT:  DATAFLEX HOLDINGS PLC
          Dr. Paul Castle
          Phone: 01923 250244

          GRANT THORNTON CORPORATE FINANCE
          Philip Secrett
          Phone: 020 7383 5100


ROYAL MAIL: Meets Union to Settle Differences, Stop Strikes
-----------------------------------------------------------
Royal Mail and the CWU on Tuesday held discussions at ACAS on the dispute
over pay.  Royal Mail said the union had promised to suspend all moves
towards possible further official strike action over the dispute.

A spokesman said he was very sorry for the inconvenience customers had
suffered to their mail services through unofficial strike action by up to
10,000 union members in London.

"It's time the CWU focused on ACAS and got on with stopping strikes, not
letting them spread," he said.  "Tuesday's unofficial strike in London is
hurting postmen and women who are needlessly losing wages, and the customers
who are losing their services.  The union needs to bring that situation to
an end."

"We've accepted the unions' offer to return to ACAS.  Royal Mail has
consistently said that's the right thing to do and we are pleased the union
now agree.  We had also asked for a meeting directly with the union [in the
afternoon of October 28], and were pleased that the union has suspended all
moves towards more official strike action," he said.

"This is a dispute about a pay offer that is giving everyone nationally in
Royal Mail an increase in basic pay of 14.5% over 18 months, alongside
increases in London Weighting of between 8.6% and 12.6%.  That's a good
offer which is already making a real difference to people's pay packets --
it is not a justifiable reason to put customers through the disruption we
have, regrettably, seen in London," he added.

"Outside London Royal Mail is moving forward.  Postmen and women voted
against a strike.  And more than 480 offices -- a third of the total -- have
rejected the stalemate the union is trying to preserve and have signed up
for the local changes needed to pay out the rest of the money," he said.

CONTACT:  ROYAL MAIL GROUP PLC
          148 Old Street
          LONDON
          EC1V 9HQ
          Homepage: http://www.royalmail.com/group


ROYAL MAIL: Apologizes for Disruptions Caused by Illegal Strikes
----------------------------------------------------------------
Royal Mail on Wednesday apologized for the severe disruption caused to
postal services in London and some surrounding areas by wildcat, unlawful
and unofficial strikes.

It said some mail boxes in affected parts of London will be progressively
sealed by the end of the week if the strikes continue, to prevent the build
up of a massive backlog of letters with nowhere to go.  Special Delivery
services will no longer be accepted within strike-hit parts of London.

"We're sorry that the disruption to customers has reached this point," said
Chief Executive Adam Crozier.  "We would only seal boxes as a last resort.
But the extent of the wildcat action makes it impossible to handle and store
safely the millions of letters and packets that we deal with every day in
London."

"This does not look like coincidence to us," he said.  "What we're seeing is
a concerted campaign, orchestrated by union activists, to try to force Royal
Mail to increase its London Weighting payment over and above the existing
offer.  This is unofficial and unlawful.  They're cajoling postmen and women
in London to strike -- and they're threatening to do the same to their
colleagues across the U.K., who have voted against industrial action.  Royal
Mail won't be blackmailed."

"No one will gain from the current mess -- postmen and women are losing
wages, customers are losing their services, and the activists are heading
down a dead end.  There's no reason for anyone to stay out on strike.  The
only requests being made of those returning to work are in line with our
national agreements with the union.  They're in line with return to work
arrangements signed up to by the union only six weeks ago.  No one is being
asked to make radical changes to their job or work longer shifts.  We're not
removing overtime -- but we won't reward people for striking with lots of
extra overtime.  There's no come back on individuals, just a shared
commitment to a modern, flexible postal service which puts customers first,"
he said.

Royal Mail has offered an increase in basic pensionable pay of 14.5% over 18
months, plus increases in inner and outer London Weighting of 8.6% and 12.6%
respectively.  The first stage of the pay offer has already been paid, as
have the full increases in London Weighting.  More than a third of the U.K.'
s 1,400 delivery offices have already signed up for the local changes needed
to pay out the rest of the money, and 25 have made the changes and are
getting their pay rises.

Mr. Crozier said, "Outside London, this company is moving forward -- and at
quite a pace.  500 offices have already rejected the stalemate the union is
trying to preserve and said 'Let us get on with it.'  The union needs to
stop the strikes its activists and representatives have started, and start
talking realistically about modernizing mail services in London, as well as
the rest of the country.  The place to do that is ACAS, not the picket
lines."

CONTACT:  ROYAL MAIL
          148 Old Street
          LONDON
          EC1V 9HQ
          Homepage: http://www.royalmail.com


SAFEWAY PLC: First-half Sales up 1.2% to GBP5.1 Billion
-------------------------------------------------------
Safeway's trading performance has remained stable during the second quarter,
continuing the trend of the last ten months.  Like-for-like sales grew by
0.7% in the 16 weeks to October 11, 2003, representing an improvement on the
0.6% reduction reported for the first quarter.  Combined with a 0.7%
contribution from net new space, total sales increased by 1.4% in the second
quarter.

During the first half as a whole, representing the 28 weeks to October 11,
sales increased by 1.2% to GBP5,181 million, comprising a like-for-like
increase of 0.1%, growth from net new space of 0.7% and 0.4% from the
different timing of Easter this year.  Given the prolonged uncertainties
created by the corporate situation, and with only limited assistance from
maturing new stores, extensions or refits, this is a pleasing outcome, which
is fully in line with our stated objective of an overall stable business
performance.

Interim Profit Estimate

Management actions have been taken to limit the effects of the corporate
situation on our short-term profitability, including initiatives to reshape
our promotional investment, slow down store reformatting and reinforce tight
control of costs in all areas of the business.  In present circumstances, it
has become much more challenging for us to develop and drive new commercial
initiatives together with our suppliers, given their understandable concerns
about the future ownership of the business.  Levels of support from
suppliers therefore remain lower year-on-year.  During the second half of
this year, we would expect the impact of this to diminish as we pass the
anniversary of the announcement of the proposed merger with Morrisons on
January 9, 2003.

We anticipate that profit before tax for the first half will be of the order
of GBP173 million (last year GBP187 million), before exceptional costs but
after charging, as announced in April, additional pension costs of GBP8
million.  The tax rate is expected to be 31% of pre-exceptional profit, in
line with last year.  There will be an exceptional charge in the first half
of around GBP13 million, which will include professional advisory fees (GBP3
million), together with staff retention and loyalty bonus costs incurred as
a consequence of the Morrisons offer and subsequent events (GBP9 million)
and redundancy costs (GBP2 million), offset by property profits of GBP1
million.

The basis of preparation of this profit estimate and letters required under
the rules of the City Code on Takeovers and Mergers in relation to it from
KPMG Audit Plc, HSBC Bank plc and Citigroup Global Markets Ltd are set out
in Appendix 1.

We generated GBP179 million of cash in the first half.  Our stock levels,
working capital position and cash flow have improved significantly as we
expected.  We reduced stock levels at the half-year by GBP38 million, or 9%,
since the last year-end and 9% year-on-year.  Debtor levels were also
significantly lower than in March.

Capital expenditure in the first half was GBP75 million on a cash basis, a
reduction of GBP118 million compared with the first half of last year and
consistent with a planned spend of around GBP200 million in the current year
as a whole. Gearing at the end of the first half was 49.8%, compared with
59.7% at the last year-end.

Portfolio Development

During the first half we continued to enhance our store portfolio, opening 2
new stores, in Sidcup and Barnard Castle, which added a total of 42,500
square feet sales area.  Work is in progress on a further new store in
Bangor, Northern Ireland with a sales area of 28,000 square feet.  We are
currently building 6 store extensions, including 3 megastores, which will
add an additional 73,000 square feet of sales area.  These developments are
all planned to be completed during the current financial year.

We continue to seek planning permission for extensions and now have 26
approvals or resolutions to grant consent for megastore extensions
(representing over 490,000 square feet of additional sales area) and for 36
other extensions (over 200,000 square feet).  In addition we have 17 new
store sites that we are able to develop and for which we have planning
permission or resolution to grant consent, representing over 380,000 square
feet sales area.  If all these projects, including those already in build,
were fully developed, they would add 1.2 million square feet, or 11% to our
total current sales area.

Competition Commission

We have been considering the recommendation by the Competition Commission
that our major national competitors should be prohibited from acquiring 'any
part' of Safeway and have sought further clarification of the position on
this important issue.  We will be considering the implications for Safeway
when the contents of the undertakings, which are currently being negotiated
between the other retailers and the Office of Fair Trading, are published.
A further announcement will be made if appropriate.

We have invited formal offers for the stores which the Competition
Commission's report recommended that Morrisons be required to divest as a
condition of being permitted to merge with Safeway.  The stores are being
marketed to potentially interested parties identified by the report.  The
sale of the stores would be conditional on the completion of any Morrisons
offer for Safeway and, if required, the approval of Safeway shareholders.
Our purpose in doing this is: first, to expedite any sale process so that
divestment can take place as early as possible after completion of a merger,
thereby removing uncertainty for our people in these stores and secondly, to
provide ourselves, our shareholders and Morrisons with an accurate
assessment of the value of these stores.

David Webster, Chairman, commented: "With the publication of the Competition
Commission's report, we can now resume the pursuit of our corporate
objective of achieving an outcome for Safeway which is in the best interests
of our shareholders, our people and our business as a whole.  On behalf of
the Board I would like to thank all our colleagues for their patience, hard
work and above all their loyalty during this extraordinary and prolonged
period of uncertainty."

Carlos Criado-Perez, Chief Executive, commented: "Our people have risen
brilliantly to the challenge of serving our 10 million customers in very
testing circumstances and Safeway has delivered stable trading, solid
results and strong cash generation.  The plans we have put in place for the
Autumn, Christmas and the rest of the second half will enable us to continue
the pattern of stable trading which we have delivered consistently so far
this year."

CONTACT:  SAFEWAY PLC
          Investor Relations
          Simon Laffin/Steve Webb
          Phone: 020 8756 2822

          BRUNSWICK
          Susan Gilchrist/Tim Grey
          Phone: 020 7404 5959


SILENTNIGHT HOLDINGS: Soundersleep Begins Purchasing Shares
-----------------------------------------------------------
We refer to the recommended cash offer by Williams de Broe Plc on behalf of
Soundersleep Limited for the issued share capital of Silentnight Holdings
Plc that Soundersleep did not already own.

The offer made on September 12, 2003 was declared unconditional in all
respects on October 3, 2003 and an application was then made for
cancellation of Silentnight's quotation on the Official List of the U.K.
Listing Authority.  The de-listing is expected to become effective on 3
November 2003.

Silentnight has now received notification that Soundersleep has received
sufficient acceptances to apply the provisions pursuant to sections 428 to
430F of the Companies Act 1985 to acquire compulsorily any outstanding
shares in the Company to which the offer relates.

A letter explaining the compulsory purchase procedures is being sent by
Williams de Broe Plc to Silentnight shareholders on Wednesday.

CONTACT:  WILLIAMS DE BROE
          Joanne Lake
          Phone: 0113 2431619
          Cathy Baxandall, Company Secretary
          Phone: 01282 811179


SMF TECHNOLOGIES: Changes Name to Fortfield Investments
-------------------------------------------------------
The Board of SMF Technologies plc announces that all resolutions were passed
at the Company's annual general meeting held on Friday October 24, 2003.
Included in the resolutions was the change of name of the Company to
Fortfield Investments plc.  The application for change of name has been
submitted to the Registrar of Companies.  A further announcement will be
made when the change of name becomes effective and at that point trading in
the Company's shares will be under the new name.

                              *****

In May, SMF Technologies said its proposed acquisition was not going ahead,
and that trading conditions for the company have continued to be very
difficult.  It also said that its major shareholder indicated he could not
continue to underwrite the company's operations into the future.  As a
result, the board is considering disposing its trading businesses to prevent
the company from becoming insolvent.


THORNTONS PLC: In Talks with Several Potential Buyers
-----------------------------------------------------
John Thornton, Chairman of Thorntons PLC, updated Tuesday's AGM with the
this statement: "On the 15th October we announced that there had been
preliminary discussions with a private equity house that may or may not lead
to an offer for the Company.  We also advised that certain of the executive
directors had been granted permission to evaluate potential sources of
finance to enable the company to be taken private.

"Since that announcement I can report that a number of additional
preliminary approaches have been received from interested parties
independent of the management team.  Shareholders will be kept informed as
and when there is any material development."

He also updated the meeting on recent trading: "Since our Preliminary
Results Announcement in September we have seen some improvement in the trend
of own shop like for likes.  The outcome for the first half-year will, as
always, depend upon Christmas trading.  We continue to gain new product
listings in other retailers as part of our strategy to widen product
distribution outside our own shop estate."

CONTACT:  THORTONS PLC
          John Jackson, Non Executive Director
          Phone: 07774 193033

          Nick Harvey, Ingenious Corporate Finance Limited
          Phone: 020 7024 3666

          James Fenwick, Rothschild
          Phone: 0113 200 1918

          BUCHANAN COMMUNICATIONS
          Charles Ryland/Catherine Miles/Tim Anderson
          Phone: 020 7466 5000


                            *********


S U B S C R I P T I O N   I N F O R M A T I O N

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