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               16 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              29,331,574   (3.90%)    110,762  (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                     29,437,041   (3.92%)    145,312  (0.02%)




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

Class of relevant           Long                     Short
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/sale Number of Securities Price per unit
                                   (GBP)
Purchase      100                  Transfer
Purchase      1,425                4.6600
Purchase      897                  4.6725
Purchase      2,965                4.7500
Purchase      1,038                4.7400
Purchase      12,904               4.6875
Sale          1,485                4.6752
Sale          34                   4.6653
Sale          1,000                4.6752
Sale          1,000                4.6752
Sale          7,287                4.7000
Sale          123                  4.6653
Sale          2,950                4.6700
Sale          500                  4.6683
Sale          1,000                4.6647
Sale          749                  4.6750
Sale          500                  4.7008
Sale          500                  4.6608
Sale          1,800                4.6725
Sale          418                  4.6725
Sale          1,400                4.6752
Sale          370                  4.6752
Sale          1,260                4.6610
Sale          126                  4.6750
Sale          2,000                4.7026
Sale          53                   4.6750
Sale          49                   4.6750
Sale          1,000                4.6752
Sale          44                   4.6750
Sale          6,380                4.6800
Sale          55                   4.6750
Sale          275                  4.7255
Sale          1,000                4.7210
Sale          3,505                4.6752
Sale          1,360                4.6752
Sale          568                  4.6752
Sale          3,000                4.6752
Sale          766                  4.6750
Sale          625                  4.6501
Sale          1,500                4.6752
Sale          370                  4.6733
Sale          44                   4.6600
Sale          6,797                4.6547
Sale          2,965                4.6525
Sale          433                  4.7000
Sale          12,904               4.6875



 (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                         19 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