Rule 8.3 - THE PENINSULAR AND ORIENTAL STEAM NA...

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              THE PENINSULAR AND ORIENTAL STEAM
                              NAVIGATION COMPANY PLC
Class of relevant security    ORD GBP 1.00
to which the dealings being
disclosed relate (Note 2)
Date of dealing               13 DECEMBER 2005

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         29,017,908    (3.86%)     122,400     (0.02%)
securities
(2) Derivatives         122,400    (0.02%)       8,600     (0.00%)
(other than
options)
(3) Options and               0    (0.00%)         150     (0.00%)
agreements to
purchase/sell
Total                29,140,308    (3.88%)     131,150     (0.02%)



(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:
5.5%
concessionary
redeemable non-
cumulative
preferred
                  Number                    Number
                  (%)                       (%)
(1)     Relevant             4,850 (0.01%)
securities

(2)  Derivatives
(other      than
options)

(3) Options and
agreements to
purchase/sell

Total                        4,850 (0.01%)


(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      1,192                Transfer
Purchase      4,033                4.6747
Sale          900                  4.7451
Sale          600                  4.7451
Sale          1,000                4.7250
Sale          2,500                4.7451
Sale          3,083                Transfer
Sale          750                  4.7451
Sale          525                  4.7502
Sale          720                  4.7451
Sale          685                  4.7451
Sale          1,175                4.7451
Sale          2,550                4.7451
Sale          1,339                4.7275
Sale          760                  4.7451
Sale          1,000                4.7450
Sale          720                  4.7625
Sale          780                  4.7451
Sale          400                  4.7451
Sale          1,000                4.7451
Sale          800                  4.7451
Sale          4,000                4.7451
Sale          930                  4.7451
Sale          1,100                4.7451
Sale          1,300                4.7451
Sale          5,685                4.7450
Sale          1,600                4.7375
Sale          2,600                4.7451
Sale          1,075                4.7450
Sale          900                  4.7729
Sale          55,300               4.6900



(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        Short         4,033                 4.6747




(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product   Writing,    Number of    Exerc Type,      Expi  Option
name,     selling,    securities   ise   e.g.       ry    money
e.g. call purchasing  to which     price American,  date  paid/recei
option    , varying   the option         European         ved per
          etc.        relates            etc.             unit (Note
                      (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                         14 DECEMBER 2005
Contact name                               BARCLAYS CORPORATE SECRETARIAT
Telephone number                           0207 116 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