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               26 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          10,306,463   (3.42%)       36,711    (0.01%)
securities
(2) Derivatives           34,400   (0.01%)      260,191    (0.09%)
(other than
options)
(3) Options and                0   (0.00%)            0    (0.00%)
agreements to
purchase/sell

Total                 10,340,863   (3.43%)      296,902    (0.10%)


(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      609                  9.1750
Purchase      1,824                Transfer
Purchase      1,872                9.1851
Purchase      43,405               9.1777
Sale          300                  9.1700
Sale          300                  9.1700
Sale          400                  9.1700
Sale          450                  9.1700
Sale          550                  9.1700
Sale          600                  9.1700
Sale          625                  9.1700
Sale          625                  9.1700
Sale          700                  9.1700
Sale          750                  9.1700
Sale          770                  9.1700
Sale          800                  9.1700
Sale          920                  9.1700
Sale          1,000                9.1700
Sale          520                  Transfer
Sale          1,000                9.1682
Sale          11,900               9.1750
Sale          64,124               9.1861


(b)  Derivatives transactions (other than options)
Product name,    Long/Short     Number of          Price Per Unit
(e.g. CFD)       (Note 6)       Securities         (GBP)
                                (Note 7)
CFD              Short          43,405             9.17770
CFD              Long           11,900             9.17500
CFD              Long           1,000              9.16817


(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                         27 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