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               16 JUNE 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)
                           Long                     Short

                     Number       (%)         Number       (%)

(1) Relevant         10,631,393    (3.52%)        37,282   (0.01%)
securities
(2) Derivatives          34,400    (0.01%)       284,871   (0.09%)
(other than
options)
(3) Options and               0    (0.00%)             0   (0.00%)
agreements to
purchase/sell

Total                10,665,793    (3.54%)       322,153   (0.11%)



(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      253                  8.7250
Purchase      50,000               8.7387
Purchase      500                  8.2617
Purchase      50,000               8.6486
Purchase      1,000                8.7117
Purchase      2,640                8.3567
Purchase      29,400               8.6871
Purchase      5,527                8.7057
Purchase      117,672              8.7113
Purchase      316                  8.6963
Sale          65,000               8.6863
Sale          500                  8.6733
Sale          875                  8.6900
Sale          2,670                8.3983
Sale          2,321                8.6900
Sale          5,527                8.7083
Sale          17,359               8.6850
Sale          50,380               8.6900
Sale          2,640                8.6847
Sale          599                  8.7050
Sale          1,500                8.6450
Sale          62,900               8.6862
Sale          700                  8.3198
Sale          869                  8.6900


(b)  Derivatives transactions (other than options)
Product name    Long/Short    Number of         Price Per Unit
e.g. CFD        (Note 6)      Securities (Note  (GBP)
                              7)
CFD             Short         29400             8.68707483
CFD             Long          62900             8.68620032
CFD             Long          500               8.67326
CFD             Long          2640              8.68466288
CFD             Short         1000              8.71174
CFD             Long          5527              8.70825764
CFD             Short         5527              8.70574272


(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 5)
                varying etc.      relates (Note 7)



(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                         19 June 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