Consolidatn of Share Capital

ASSOCIATED BRITISH ENGINEERING PLC
26 July 1999


Associated British Engineering plc ('ABE') announces  that  it
proposes  to  consolidate and sub-divide  its  ordinary  share
capital.   The consolidation will be on the basis of  one  new
share of £30 for every 3,000 existing shares of 1p.  Following
the  consolidation, ABE will sub-divide the new shares of  £30
into  shares  of £2 on the basis of 15 new shares  of  £2  for
every  one  share  of £30.  This proposal  is  conditional  on
shareholder  approval at an Extraordinary General Meeting  and
class  meetings  to  be  held on 1  September  1999.   If  the
proposal is not approved, the shareholders are being asked  to
approve   an  alternative  proposal  that  would   involve   a
consolidation of existing shares of 1p into shares  of  £2  on
the basis of one new share of £2 for every 200 existing shares
of 1p.

Dealings  in  ABE's  existing shares will cease  at  close  of
business  on 1st September 1999 and dealings in new £2  shares
are  expected  to commence on 2nd September or  9th  September
1999,  depending  on  when the approvals of  shareholders  are
obtained  and  become unconditional.  No  dealings  will  take
place  in  £30 shares.  New share certificates will be  issued
for  new £2 shares and are expected to be despatched one  week
after   the   date   when   the  proposed   consolidation   is
unconditionally approved by the shareholders and  certificates
in  respect of the existing shares will cease to be valid  for
any purpose from the close of business from that date.

A circular is being posted to shareholders today.