Baker Fentress Declares Final Distribution and Reverse Stock Split.

CHICAGO--(BUSINESS WIRE)--Dec. 16, 1999--

The directors of Baker, Fentress & Company (NYSE:BKF) today declared a $12.30 per share final distribution under its Plan for Distribution of Assets. In addition, the Baker Fentress directors announced that the one-for-six reverse split previously approved by shareholders would be effective January 10, 2000 to coincide with the ex-dividend date of the final distribution.

Final Distribution - $12.30 per share

On January 7, 2000, the Company will pay a $12.30 per share cash distribution to shareholders of record on December 27, 1999. Because this distribution is more than 15% of the market value of Baker Fentress shares, The New York Stock Exchange requires the ex-dividend date to be the first business day following the payment date. Accordingly, the ex-dividend date for the final distribution will be of January 10, 2000.

BKF shares will be trading with Due-bills from December 22, 1999 through January 7, 2000. If you plan to purchase or sell shares of Baker Fentress before the ex-dividend date of January 10, 2000, you should consult your broker or financial advisor for further clarification of how these administrative trading procedures will impact your Baker Fentress holdings.

Based upon the composition of assets as of December 14, 1999, estimates of the Company's income and expenses, and estimates of the amount of additional gain or loss expected to be realized when the Company's remaining portfolio securities are sold, Baker Fentress currently estimates the final per share distribution will come from the following sources and will be taxable in the years shown below:

                                Estimate
                                 as of                Year
                                12/14/99             Taxable
                                --------             -------
Capital Gain                    $ 1.74                1999
Ordinary Income                 $ 1.50                2000
Return of Capital               $ 9.06                2000
                                --------

      Total                     $12.30

     The allocations among the various sources are estimates. The
final allocations will depend on the Company's actual income,
expenses, and realized gains on securities sales. The only portion of
the final distribution that is taxable in 1999 is the long-term
capital gain component that is currently estimated to be $1.74 per
share. This will be included in the information reported on Forms
1099-DIV that will be sent to shareholders in January 2000.

     Six-for-One Reverse Stock Split

     As of the opening of trading on January 10, 2000, the one-for-six
reverse stock split will become effective. This should have no
economic impact on BKF shareholders. The ex-dividend date adjusted
market price will be multiplied by six, while the number of BKF shares
outstanding will become one-sixth of the current 39,029,101 shares
outstanding. One (1) share of "New BKF" common stock will then be
exchanged for each six (6) shares of "Old BKF" stock, with cash being
paid in lieu of fractional shares.
     Shortly after the effective date of the reverse stock split,
registered shareholders of record as of the close of business on
January 7, 2000 will be sent transmittal instructions and related
material for use in exchanging their BKF physical stock certificates.
For beneficial shareholders who hold their shares through a broker or
other nominee, this exchange will be handled automatically by the
broker.

     Share Buyback Program

     The directors of Baker Fentress today also announced the
authorization of a share buyback program of up to 15% of the Company's
outstanding shares in open market or in privately negotiated
transactions. Funds would be provided by internally generated cash or
by a $15 million revolving line of credit presently being negotiated.
Baker Fentress does not intend to implement this buyback program until
after the Company's application to de-register as an investment
company, now pending with the SEC, takes effect, which the Company
hopes will occur during the first quarter of 2000.

     Composition of BKF Net Assets

     As of December 14, 1999, the Company's total net assets were
comprised of the following:
                                             Market Value
                                              at 12/14/99
                                             (in millions)
                                             -------------
U.S. Treasury bills, due 1/6/2000               $462.0
Cash and other cash equivalents                   15.9
Public portfolio securities                        3.6
Private placement securities                       2.6
Levco companies                                   92.0
Other assets less liabilities                     (2.3)
                                                ----------
Total net assets                                $573.8

Net asset value per share                       $ 14.70

After the final distribution is paid on January 7, 2000, BKF assets will consist primarily of John A. Levin & Co., Inc. (Levco) and related companies, and small holdover private investments in Durolite International, Inc. and Alta Group. The Company's board currently values Levco at $92.0 million, or $2.36 per share, and Durolite and Alta Group, together, at $2.6 million, or $0.07 per share. The values of Levco and its related companies, and of the remaining private investments, are not necessarily predictive of the aggregate market value of the Company's common stock after completion of the final distributions. Levco is a New York based investment advisor with $8.2 billion of assets under management as of November 30, 1999. Levco's investment style can generally be characterized as large cap value.

If you have any questions, you can contact Baker, Fentress & Company at (800) BKF-1891 or John A. Levin & Co., Inc. at [phone].