PROSPECTUS - TEXT VERSION

THE PREMIER IRISH FORESTRY FUND PHASE II PLC.
(Incorporated in Ireland under the Companies Acts 1963 to 1990)

Placing up to 1,000 Preference Shares of £1,000 each.
Date 9th January 2000
For further information please contact
The Premier Irish Forestry Fund Phase II Plc.

Premier Irish Forestry Fund Phase II Plc.
Mocklershill, Cashel,
Co. Tipperary,
Ireland.
Phone 353 (0)62 63155 & 63150
Fax 353 (0)62 63151
E-mail info@piffs.com
Website http://www.piffs.com

Page 7
HOW IS FORESTRY BEING ENCOURAGED AND FUNDED?
A MAINTENANCE GRANT
WHAT ENVIRONMENTAL FACTORS WILL BE ASSESSED IN
CONSIDERING AN APPLICATION FOR AN AFFORESTATION GRANT?

Page 13
FOREST MAINTENANCE
DIRECTORS REMUNERATION
SHARE CAPITAL
REPORTS TO SHARE HOLDERS
AUDITORS REPORT

This document, being a prospectus, has been prepared in accordance with and contains the information required by the European Communities ( Transferable Securities and Stock Exchange) Regulations (1992). A copy of this prospectus has been filed with the Registrar of Companies in compliance with section 47 of the Companies Act 1963 as required by the TSSE regulations.

The Directors, whose names appear on page 4, take responsibility for the information contained in this document and have taken all reasonable care to ensure that the facts contained herein are true and accurate in all material respects and that there are no material facts, the ommission of which would make misleading any ststement herein, whether of fact or opinion.

It is intended to invest the net proceeds of this placing in land assts in Ireland, and as such,shares in this fund are designed as a low risk investment. This is an equity investment and the value of shares could fall as well as rise. An investment in this fund could be partially or totally lost.

Investors are recommended to seek independent professional advice from their financial advisors before proceeding with an investment in this fund.
This proposal should be evaluated in conjunction with the key assumptions on page 9.

Applications to participate in the Fund must be made on the terms of this Prospectus and on the Application Form contained herein. Applications are accepted strictly in order of receipt and the right is reserved to close the application list at any time before that date. In the event of over subscription, the oversubscribing investors will be refunded in full.

The law applicable to matters arising in connection with the Fund is the law of the Republic of Ireland. Legislation of particular relevance to the Fund and its management include the Companies Acts 1963 -1990 (as amended), the Finance Act, 1969, the Corporation Tax Act, 1976, the Forestry Act, 1946 and the terms of the Irish Afforestation Grant and Forest Premium Schemes introduced under EU Council Regulation 2080/92.

The Premier Irish Forestry Fund Phase II Plc. intends to raise up to £1 million through the issue of up to 1,000 preference shares at IR£1,000 each. The net funds raised will be used to acquire land in Ireland and to establish commercial forest plantations on that land. The plantations will be professionally managed for one rotation, which is a period of approximately thirty years. On maturity, the crop and the underlying land will be sold so as to maximise the value of the Fund's assets. When the assets have been liquidated in this manner the Fund will be wound up and all net proceeds from the sale of its assets will be distributed entirely to the Preference Shareholders.

The minimum investment in this Fund is IR£1,000 for one share, and an investment can be made for higher amounts in multiples of £1,000.

The directors have determined the minimum subscription at IR£250,000. If the amount raised in total does not exceed this minimum amount, the Fund will not proceed and all investment monies will be returned in full.

The initial set-up costs of establishing the Fund are estimated to be 7.5% of funds raised. On that basis, it is projected that 92.5% of funds raised will be invested directly in land assets.

It is projected that the Fund will earn sufficient revenue annually to discharge it's overhead costs. Revenue will be derived initially from the Afforestation Grant and Premium Scheme and subsequently from sales of thinnings.

The directors will ensure that the Fund's assets are at all times adequately insured against all foreseeable risks, so as to protect the shareholder's investment.

Investment in forestry in Ireland is heavily grant-aided. It is intended that the Fund will comply fully with grant regulations and benefit from all available grants so as to maximise investor's return.

Under Section 18 of the Finance Act 1969, all profits earned from the occupation of woodland managed on a commercial basis are exempt from both Income and Corporation Tax. Under section 93 of the Corporation Tax Act 1976, distributions, made from such profits are also tax free. This fund has been structured to take advantage of this exemption, and on that basis it is expected that the return from this investment will be entirely tax free.

Mr. Paul Bowes	Director.
Mr. Paddy Anglim	Director.
Mr. T.J. Maher	Non Executive Director. Mr. Maher served as an M.E.P. from 1979 to 1994, was I.F.A. President from 1967 to 1976 and President of I.C.O.S. for 6 years.

ADVISORS
Mr. Paddy Donovan ................................... Forester
Mr. Michael Walsh....................................... Independent Agricultural Consultant
Dr. Mary C. Scannell...................................Independent Environmental Consultant

Premier Woodland Management Company Ltd. will be the contractors and consultants to the fund. This company was set up by Paul Bowes and Paddy Anglim, directors, for the following reason:

In the best interests of the investors, they will adopt a hands-on approach, take full responsibility for planting and managing the forest with regular resort to expert advice.

Oliver Ryan Purcell B.C.L., Dip. Eur. Law. M.A.,
Main Street, Tipperary, Co. Tipperary.

Aged 37, Mr. Paul Bowes was educated at Kildalton Agricultural College where he received his Certificate in Agriculture. He took over the family farm in 1994 and has expanded it's core business, dairying, in the intervening years. Paul is Chairman of an Advisory Board of Glan Bia and actively involved in agricultural discussion groups on management and efficiency.

Mr.Paddy Anglim comes from a similar background. He is aged 37 and he took over the family farm in 1994. For generations, the Anglim farm has supplied milk to Centenary Co-operative and Paddy is now a member of it's Board of Directors and an active member of several discussion groups.

Paddy and Paul have worked as partners for years. Shortly after taking over from their parents they saw how necessary it was to bring down their costs and increase productivity by undertaking a joint building, machinery investment and herd expansion programme. Today they milk a combined dairy herd of 300 while maintaing the independence of the farm units. A joint venture in forestry is a natural development for such a successful partnership. They launched the Premier Irish Forestry Fund in 1999 and now propose to build on its outstanding success.

Premier Woodland Management Company Ltd. will be the team responsible for all the necessary consultancy, management and contracting services required by the Fund. It will, as already described, have the dynamism of Paddy and Paul (the sole directors and shareholders), the regular everyday professional services of Mr. Paddy Donovan and Mr. Michael Walsh, B. Ag. Sc. and the expert consultancy services of Dr. Scannell. The latter will regularly environmentally monitor and audit the forestry development and provide expert advice when required. Mr. Donovan, Mr. Walsh and Dr. Scannell are under contract to Premier Woodland Management Company Ltd.

MR. PADDY DONOVAN.
Mr. Paddy Donovan graduated from NUI Dublin in 1986 with the degree B. Agr. Sc. (Forestry). Since then he has gained wide experience in the private forestry sector, including land acquisition, establishment, maintenance and harvesting. In 1998 he commenced practice as an independent forestry consultant and is accredited by the Forest Service. Paddy will act as Silvicultural Consultant to the fund. He will undertake the assessment of land prior to acquisition, prepare applications to the Forest Service for preplanting approval and supervise the establishment and maintenance of the plantations to ensure they meet the requirements of the fund and the standards set by the Forest Service.

Dr M. C. Scannel has a B.Sc. from University College Cork, majoring in Plant Science, and a doctorate degree sponsored by the Irish Forestry Department from University College Dublin. Doctor Scannel is currently the Managing Director of an Environmental Consultancy Operation and has a proven track record of successful project management skills throughout Europe and Asia including projects completed in Spain, Germany, England ,Scotland, Korea, Hong Kong and China.

Michael is a national and international agricultural expert with more than 20 years experience. Presently he practices as a private consultant in land use including forestry, site assessment, preparation, maintenance and management.

Forestry is widely held to be a secure low-risk long-term investment. Numerous studies have indicated that the potential for future returns from forestry investment remains extremely positive, particularly in an Irish context. A number of factors contribute to this potential.

Currently, there is a world-wide shortage of timber, the end product of a forestry investment. Long term studies have indicated that the gap between timber demand and supply will widen in the next century, as annual timber usage continues to outpace the rate of planting. These studies point to future growth in the price of timber in real terms. Despite several efforts, a satisfactory artificial alternative has never been developed, and, in the absence of such an alternative, there should always be a strong world-wide demand for timber.

Europe is the world's largest importer of timber. It is only 30% self- sufficient in meeting its requirements. Britain, our nearest neighbour and major trading partner, is only 20% self sufficient. There is therefore, a substantial long-term market adjacent to Ireland for forest products. The European union have recognised its growing need in this area, and has endeavoured to address this situation through the implementation of a grant aid package and the promotion of favourable tax status for woodlands in member states. It has been European policy for some time to encourage forestry as an alternative land use and to stimulate private sector investment in forestry.

Page 7 ...
HOW IS FORESTRY BEING ENCOURAGED AND FUNDED.
(Summary from the Afforestation Grant and Premium Schemes booklet issued by the Department of the Marine and Natural Resources)

On acquiring land deemed suitable for forestry, an AFFORESTATION GRANT is applied for. This grant, paid by the EU and irish Government covers the following:

A MAINTENANCE GRANT to cover the cost of maintenance is also payable to eligible applicants 4 years after the date of planting. An annual premium of £50 per acre is payable under the scheme to eligible applicants by the EU.

WHAT ENVIRONMENTAL FACTORS WILL BE ASSESSED IN CONSIDERING AN APPLICATION FOR AN AFFORESTATION GRANT?

The following aspects will be considered in consultation with the agencies indicated:

Sensitive wildlife habitats (Natural Heritage Areas / SAC's):
National Parks and Wildlife Service.
Archeological sites and monuments.
National Monuments & Historic Properties Service.
Drinking Water Supplies.
Local Authorities.
Outstanding Landscapes and high amenity areas:
Local Authorities.
Fisheries:
Regional Fisheries Boards.
In addition the design of the plantation in relation to size, shape, species diversity, edge design and distances from houses and roads will also be taken into account. Local authorities are also consulted on all applications over 25 hectares.

Despite its suitability for forestry, Ireland has the lowest percentage of land mass under trees in Europe, currently at approximately 8% of total land area. The average forest cover in Europe is approximately 30% of total land area.

The potential for forestry investment in Ireland to yield long-term returns, ahead of inflation, has been recognized by institutional investors for some time, and pension funds, in particular, have invested heavily in Irish forestry. Forestry is a capital intensive investment, and greater returns are achieved by investing on a large scale. Direct access to forestry investment has therefore generally not been available to smaller investors. This fund provides an opportunity for smaller investors to pool their resources with others and to use their collective strength to invest on a large scale in cost effective acquisitions for the benefit of better long-term returns.

Carbon dioxide (CO2) is a major greenhouse gas and trees have a superb ability to take in this gas, trap the carbon and release the oxygen back into the atmosphere. A reduction in the amount of trees that are planted restricts our ability to reduce carbon dioxide levels in the atmosphere.

Urgency is added to this issue by the fact that Ireland signed a legally binding agreement, in 1998 in Luxembourg, undertaking that it's emissions of carbon dioxide would not increase by more than 13 percent between 1990 and 2010.

In addition, under the Kyoto Protocol, which is another legally binding international agreement, Ireland, together with the other countries that are parties to that agreement committed to reducing carbon emissions by an average of 5.2 percent below 1990 levels, by 2008-2012.

These commitments were given on the assumption that our national levels of tree planting would reach the targets set in the Government's strategy document for forestry. The reality is that planting levels, in 1998, were less than half what was projected.

The Director General for Energy of the European Commission, Pablo Benavides has warned that, unless Ireland takes appropriate measures, we will far exceed our legally binding level of carbon emissions.

Anything that encourages the amount of trees that are planted also increases the ability to reduce carbon dioxide levels in the atmosphere, and therefore should be encouraged.

The objective of this fund is to invest shareholders' funds in commercial woodlands in Ireland. Following the fund- raising process, the directors will invest the Fund's net capital as early as possible with a view to maximising investors returns, subject to the availability of suitable sites.

A preliminary investigation into suitable site availability has been conducted, and, based on this analysis, the directors have formulated an investment strategy of which the principal elements are:

1. Only sites of a high yield class will be acquired, to enable implementation of the Fund's forest management strategy ( outlined hereafter ) with a view to maximising final crop yield at an early maturity date.

2. New plantations will only be established only sites where grant and premia approval can be obtained.

The Premier Irish Forestry Fund Phase II Plc. has ensured that environmental sustainability is an integral part of the Forest Management Strategy. This Forestry Fund includes environmental controls and as such is fulfilling an implicit requirement of both the shareholders and the public for future years. Good environmental management will ensure that any potential environmental impact associated with the activity is controlled and the positive sustainable elements are promoted.

The Fund will operate in line with a documented Environmental Policy Statement, approved by the Directors, outlining the funds commitment to the environment. A formal Legislative Library shall be established and maintained up-to date by the Environmental Consultant to the Fund. Best Practice Guidelines shall be established and adhered to for the activities carried out during the purchase, afforestation and maintenance of the forest. Any services sub-contracted shall also be required to follow established guidelines.

The environmental performance of the Fund shall be assessed annually through a formal review by Dr. M. C.Scannell. An Annual Environmental Report shall be published in line with the financial report and provided to the shareholders. These annual environmental audits shall include, as appropriate, reviews of sub-contracted services employed. All environmentally related records relevant to the Fund's activities shall be maintained and shall form part of the annual review.

Land is to be purchased subject to attaining Forest Service approval and satisfying quality assessments, as prepared by Mr. P. Donovan. Afforestation and maintenance grants will be applied for. Mr. Donovan will assess the planted land prior to Forest Service appraisal. The Directors believe that this is necessary to ensure that the long term interests of the investors are maintained. Subsequent to the consultant's report and recommendations having been acted upon by the Forestry Contractor, the Forest Service will provide the necessary inspection to ensure that the contractor's obligations have be met.

2000	Purchase of suitable land	Cultivation of land, fencing, trees planted and access road laid.
2015	Road enhancement process	To ease access further and help with extraction process.
2016	Thinning of trees	To ensure sufficient ground nutrients, light, and space to stimulate and improve growth on remaining trees.
2017	Repairs and high prune	To ensure adequate drainage channels and sufficient fencing. High prune to 3.5 meters.
2020	Further thinning of trees	To ensure strongest trees survive and thus highest quality.
2021	Further repairs and high prune	To ensure adequate drainage channels and sufficient fencing. High prune to 6 metres.
2024	Further thinning of trees	To ensure promotion of strongest and best trees
2025	Repairs	To ensure adequate drainage channels and sufficient fencing
2030	Sale of Standing Timber and underlying land	To obtain the maximum return for the investors.

The directors have taken all reasonable steps to ensure that the potential financial returns from this investment, which are illustrated hereunder, have been calculated accurately and that the assumptions on which this illustration is based are fair and reasonable. This is not a prediction, and actual returns could be more or less than those illustrated.

On that basis, each £1,000 share should return an amount of £35,009 tax free after a thirty year period. This represents an average return rate of 12.58% compounded annually on the amount initially invested, which is 8.58% ahead of annual inflation, assuming a rate of 4%.

1. Initial set-up costs will amount to 7.5% of capital. 92.5% of capital will be invested directly in land acquisitions.

2. Only land of high yield- class be acquired. The calculations are based on land which will be planted in year 1 and harvested in year 30.

4. The potential increase in the real value of timber has been ignored. Returns are based on current timber prices, increased in line with inflation only and an increase in land prices consistent with historical trends..

5. The costs of establishing the new forest plantations will be fully met by the afforestation and maintenance grants and premia.

Cost Description ............... IR£ Amount per Hectare......... Grant Available
Forest establishment........ 1,800............................................................. Yes.
Pruning...................................375............................................................. Yes.
Roads.....................................220............................................................. Yes.
Pruning...................................425............................................................. Yes.

..£3,000..........£5,000..........£10,000..........£15,000..........£30,000

The foregoing projection table of illustrative returns is not a forecast but a projection using the assumptions above. Considering the lengthy investment period of approximately 30 years, these projections are as a result more subjective than those more normally associated with a forecast (forecasts by their nature cover a much shorter period). However, the assumptions used are reasonable and are based on both historical trend analysis and current practices adopted in the forest management industry. The promoters of the fund have taken due care to ensure their validity. It should be noted that future events and circumstances might cause the financial returns to differ from those projected above.

In the past years, there have been very few forest fires in Ireland. This is indicative of the quality of scrub clearance and forest management insisted upon by the Forest Service. Historically, trees have been planted to minimise the risk of fire.

The capital growth element of the forest is insured. Unlike other saving schemes, you will not be asked to pay insurance costs. These costs will be met indirectly by revenue from the Forest Service and the EU. In effect, the investment is self financing. Furthermore, there is an EU funded reafforestation programme in the event of fire.

Irish forests are considered to be the healthiest in Europe, due mainly to our island status and the rigid enforcement of strict forest plant health regulations. This, coupled with a very strong management presence will virtually eliminate any risk.

One of the reasons why trees grow so well in Ireland is due to our wet, mild climate. However, frost and wind damage are two potential problems. Both of these risks can be greatly minimised by the careful selection of sites. Through knowledge and experience, the Fund will purchase and afforest, only the most suitable land on behalf of the investors.

The forecasts of the Premier Forestry Fund Phase II Plc. are based on current industry norms. These norms may change either favourably or unfavourably. The Tax situation is based on the tax legislation currently in force and changes to such legislation may arise in the future but are unlikely to be applied retrospectively.

In approximately thirty (30) years, the forests will have reached maturity. At this stage, the crop and underlying land will be sold so as to maximise the value of the Funds' assets. When the assets have been liquidated in this manner, the Fund will then be wound up and all the net proceeds received will be distributed to the Preference Shareholders only.

As a public limited company (plc), the shares in the fund can be freely transferred or sold at any stage up until the forest reaches the maturity stage. Please note that the shares are not currently listed on the stock exchange. However, the directors may explore this possibility in the future if it is viewed by them that such a listing will maximise the shareholders' returns.

Europe is the World's largest importer of timber but is only 30% self- sufficient in meeting it's requirements. There is a substantial long-term market adjacent to Ireland for forest products. The Premier Irish Forestry Fund is offering you a once off opportunity to invest in the development of commercially managed Irish Forests. Your investment will be exempt from tax.

This investment is ideally suited to retirement funding. It is also an economic and environmentally efficient way to provide for your children and grandchildren's future needs.

A material contract has been entered into by Premier Woodland Management Ltd. This company has been awarded the contract for the establishment and maintenance and management of the forest. Mr. Paul Bowes and Mr. Paddy Anglim are directors of this company and are also shareholders.

As the establishment and maintenance are to be carried out by a separate company which is to be paid by grants and premia and as the value of these services will not exceed the grants and premia received, the trading expenses for afforestation do not have to be met by the fund. This will ensure that the net sums invested will be fully utilised in acquisition of lands for afforestation.

All trading expenses and costs associated with the establishment and maintenance of the forest, rest with the Premier Woodland Management Ltd.

No remuneration to the directors of the Fund will be provided for by the Fund aside from that included in set-up costs.

The authorised share capital of the fund is IR£31,000 divided into 30,000 Ordinary Shares of IR£1. each and 1,000 Preference Shares of IR£1. each. The Preference Shares will be sold at IR£1,000 each.

The Preference Shares are the only shares entitled to participate in the growth of the forest investment and, as such will be the only shares to participate in the final distribution to be made at the time the forest is harvested, in approximately 30 years. Preference Shareholders shall not have any right to attend or vote at Annual General Meetings and no dividend shall be paid on Preference Shares during the duration of the fund.

30,000 Ordinary Shares of IR£1 each have been issued to the directors of the Premier Irish Forestry Fund Phase II Plc., which have been paid up as to 25p per share. These shares will not rank for dividend, but will carry votes to ensure that necessary decisions involving the management of the Fund can be made.
The authorised share capital in the company has an indefinite duration and is subject to the provisions of Company Law and may be varied in accordance with the Provisions of the Memorandum and Articles of Association Shareholders' rights of pre-emption are provided for in the Memorandum and Articles of Association in accordance with the requirements of Irish Company Law. Investors are referred to the Memorandum and Articles of Association for more complete detail regarding shareholdings in the company and the management of the company.

An annual report comprising a review of the year, audited accounts, a valuation of the fund, and an environmental assessment will be available for inspection by the shareholders.

A regularly updated website will show the progress of the Funds. This web site is located at www.piffs.com

                                                                                        Pricewaterhousecoopers,
                                                                                        Ballycar House,
                                                                                        Newtown,
                                                                                        Waterford,
                                                                                        Ireland.

The Directors,
The Premier Irish Forestry Fund Phase II plc,
Mocklershill,
Cashel,
Co. Tipperary.

The Company has issued 30,000 Ordinary Shares of IR£1 each, paid up as to 25p per share. No material contracts have been entered into save those detailed on page 13 of this Prospectus, dated 9 January 2000.

The Company has not yet traded. No accounts have been made up for presentation to members and no dividends have been declared or paid.

We consent to the inclusion of this report in the Prospectus and take responsibility for this report.

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Premier Irish Forestry Fund Phase II Plc.
Mocklershill, Cashel,
Co. Tipperary,
Ireland.
Phone 353 (0)62 63155 & 63150
Fax 353 (0)62 63151
E-mail info@piffs.com
Website http://www.piffs.com

I hereby apply for ____________________ shares at IR£1,000 each
and enclose a cheque / bank draft / postal order made payable to
"Premier Irish Forestry Fund Phase II Plc." in the amount of IR£__________

1. I hereby irrevocably authorize the Directors of the Premier Irish Forestry Fund Phase II Plc. to do all such things as are necessary in connection with the management of the fund as set out in the Prospectus dated 9th January 2000 without further reference to me and notwithstanding any rights or entitlements which I may possess in respect of shares held in the Fund and in particular I hereby irrevocably authorize the Directors:

A. To invest the subscription monies in the purchase of land for the purposes of afforestation and subsequent sale of land and timber as outlined in this prospectus.

B. To manage the fund in their absolute discretion within the terms of the prospectus.

C. To deal with all distributions in accordance with provisions made in the Prospectus dated 9th January 2000.

2. I hereby accept that, subject to the compliance by the Directors with their duties and obligations, under no circumstances whatever shall I be entitled to hold the said Directors liable for any default, act or omission by them or the failure or loss of any kind of the fund.

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Forestry
means woodland plantations established and managed on a commercial basis.

Forest Service
means the Government unit responsible for the administration and control of forestry in Ireland.

Afforestation and Management Grants
means the scheme of grants administered by the Forest Service which are payable on a one- off basis in respect of qualifying new forestry plantations.

Forest Premia Scheme
means the scheme of payments administered by the Forest Service whereby owners of qualifying forestry plantations are paid an annual amount.