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BERLITZ INTERNATIONAL ANNOUNCES RIGHTS PLAN

 BERLITZ INTERNATIONAL ANNOUNCES RIGHTS PLAN
 PRINCETON, N.J., Feb. 5 /PRNewswire/ -- Berlitz International, Inc.,


(NYSE: BTZ) announced today that it had adopted a Shareholder Safeguard Plan to deter a change of control that might be detrimental to the company and its shareholders.
 The board of directors took this action to ensure that all shareholders are treated fairly and equally.
 The plan provides that for eighteen months (through August 1993), an acquisition of 20 percent or more of the company's outstanding shares that is not approved by the board will trigger the ability to exercise the rights by all shareholders except the acquiring party. For a subsequent period from August 1993 to August 1996, the plan provides that an acquisition of 20 percent or more that is not approved by the board will trigger the ability to exercise the rights unless the acquisition is made pursuant to a tender or exchange offer to all shareholders on an equal basis. The rights, when issued will permit a shareholder to purchase one share of Berlitz common stock for $1.00 a share. Record date for the Shareholder Safeguard Plan is Feb. 17, 1992.
 Under the plan, ownership by Macmillan, Inc. of over 20 percent would not trigger the exercisability of the rights.
 Joe M. Rodgers, chairman and acting chief executive officer of Berlitz, described the plan as "meeting the special challenges currently facing this company. Given our experience under Maxwell control, we are wary of he many risks that a change in control might impose. Ownership of a large block of shares is the subject of litigation and the board must act prudently to protect the company and its public shareholders."
 Rodgers emphasized that the plan is not intended to entrench management or discourage legitimate offers that maximize value for all shareholders.
 "Nor is the plan," Rodgers stated, "directed towards any particular company that owns Berlitz stock or may wish to own it. It is simply a mechanism that will allow us the flexibility to manage effectively while ensuring that our shareholders' best interests are upheld."
 Berlitz is the premier language services firm providing instruction and translation services through 298 language centers in 28 countries. The company also publishes Berlitz pocket travel guides, foreign language phrase books and home study materials.
 -0- 2/5/92
 /CONTACT: Robert Minsky CFO of Berlitz International, Inc., 609-497-9912, or Kate Baum or Michael Claes of Burson-Marsteller, 212-614-4239, or 212-614-5236/
 (BTZ) CO: Berlitz International Inc. ST: New Jersey IN: SU: SRP


SM-KW -- NY052 -- 7229 02/05/92 13:18 EST
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Date:Feb 5, 1992
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