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               15 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            29,380,440  (3.91%)       105,467  (0.01%)
securities
(2) Derivatives            105,467  (0.01%)        34,400  (0.00%)
(other than
options)
(3) Options and                  0  (0.00%)            150  (0.00%)
agreements to
purchase/sell
Total                   29,485,907  (3.92%)        140,017  (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      5,750        (0.01%)
securities

(2)  Derivatives
(other      than
options)

(3) Options and
agreements to
purchase/sell

Total                 5,750        (0.01%)


(c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sal  Number of Securities Price per unit
e                                  (GBP)
Purchase      1,198                4.7000
Purchase      10,461               4.6759
Purchase      6,301                4.6800
Purchase      7,253                4.7000
Purchase      17,714               Transfer
Purchase      9,312                Transfer
Purchase      1,776                4.7000
Purchase      34                   4.7000
Purchase      18,950               4.6644
Purchase      11,326               4.6808
Purchase      9,554                4.7442
Purchase      15,630               4.6770
Sale          5,334                4.7000
Sale          17,714               Transfer
Sale          1,198                4.7000
Sale          2,726                4.6581



(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD




(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product     Writing,     Number of    Exercise    Type,e.g.     Expiry   Option money
name,       selling,     securities   price       American,     date     paid/received
e.g. call   purchasing   to which                 European               per unit (note 5)
option      , varying    the option               etc.
            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                         16 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