Rule 8.3 - ASSOCIATED BRITISH PORTS HOLDINGS PLC

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              ASSOCIATED BRITISH PORTS HOLDINGS PLC
Class of relevant security    ORD GBP 0.25
to which the dealings being
disclosed relate (Note 2)
Date of dealing               23 MAY 2006

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)





(1) Relevant           9,908,762   (3.28%)      41,226     (0.01%)
securities
(2) Derivatives           38,759   (0.01%)   1,155,391     (0.38%)
(other than
options)
(3) Options and                0   (0.00%)           0     (0.00%)
agreements to
purchase/sell
Total                  9,947,521   (3.30%)   1,196,617     (0.40%)


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number                    Number
                                   (%)                       (%)
(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


(c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      5,000                7.7065
Purchase      60,000               7.6950
Purchase      95,126               7.6984
Sale          500                  7.6803
Sale          1,000                7.6803
Sale          800                  7.6803
Sale          2,000                7.6900
Sale          500                  7.6900
Sale          1,000                7.6803
Sale          500                  7.6900
Sale          500                  7.6900
Sale          500                  7.6803
Sale          1,500                7.6803
Sale          300                  7.6900
Sale          500                  7.6803
Sale          700                  7.6803
Sale          500                  7.6803
Sale          600                  7.6900
Sale          600                  7.6900
Sale          1,200                7.6803
Sale          500                  7.6900
Sale          600                  7.6803
Sale          1,000                7.6803
Sale          500                  7.6900
Sale          1,000                7.6803
Sale          1,200                7.6900
Sale          600                  7.6803
Sale          400                  7.6803
Sale          500                  7.6803
Sale          1,000                7.6900
Sale          500                  7.6803
Sale          2,500                7.6900
Sale          1,200                7.6803
Sale          700                  7.6803
Sale          500                  7.6803
Sale          500                  7.6900
Sale          700                  7.6900
Sale          3,373                7.7056
Sale          500                  7.6803
Sale          500                  7.6900
Sale          600                  7.6900
Sale          500                  7.6803
Sale          1,000                7.6803
Sale          300                  7.6803
Sale          500                  7.6803
Sale          1,500                7.6900
Sale          600                  7.6900
Sale          500                  7.6803
Sale          900                  7.6803
Sale          500                  7.6900
Sale          600                  7.6900
Sale          500                  7.6803
Sale          500                  7.6900
Sale          600                  7.6803
Sale          500                  7.6900
Sale          400                  7.6803
Sale          500                  7.6900
Sale          500                  7.6900
Sale          300                  7.6803
Sale          1,000                7.6756
Sale          39,111               7.6888
 Sale          462                   7.6850

 (b)  Derivatives transactions
 (other than options)

 Product     Long/Short    Number of Securities Price Per
 name,       (Note 6)      (Note 7)             Unit (GBP)
 e.g. CFD
 CFD         Long          39,111               7.6888
 CFD         Short         95,126               7.6984
 CFD         Short         5,000                7.7065


 (c)  Options transactions in
 respect of existing securities

 (i)  Writing, selling, purchasing
 or varying


Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (Note
                varying etc.      relates (Note 7)                                      5)


 (ii) Exercising

 Product name, e.g.   Number of          Exercise price per
 call option          securities         unit (Note 5)



 (d)  Other dealings (including new
 securities) (Note 4)


 Nature of transaction  Details          Price per unit
 (Note 8)                                (if applicable)
                                         (Note 5)



 4.   OTHER INFORMATION

 Agreements, arrangements or
 understandings relating to options
 or derivatives


 Full details of any agreement, arrangement or understanding between the
 person disclosing and any other person relating to the voting rights of
 any relevant securities under any option referred to on this form or
 relating to the voting rights or future acquisition or disposal of any
 relevant securities to which any derivative referred to on this form is
 referenced.  If none, this should be stated.





 Is a Supplemental Form 8 attached?
 (Note 9)                 NO


 Date of disclosure                         24 MAY 2006
 Contact name                               BARCLAYS COMPLIANCE
 Telephone number                           020 7116 2913
 If a connected EFM, name of
 offeree/offeror with which connected
 If a connected EFM, state nature of
 connection (Note 10)


 Notes

 The Notes on Form 8.3 can be
 viewed on the Takeover Panel's
 website at
 www.thetakeoverpanel.org.uk