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               22 FEBRUARY 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        27,209,016     (3.62%)            0    (0.00%)
securities
(2) Derivatives              0     (0.00%)            0    (0.00%)
(other than
options)
(3) Options and              0     (0.00%)          150    (0.00%)
agreements to
purchase/sell
Total               27,209,016     (3.62%)          150    (0.00%)


(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)
Sale          1,500                5.1127
Sale          3,900                5.1127
Sale          600                  5.1151
Sale          1,675                5.1127
Sale          1,600                5.1127
Sale          1,500                5.1126
Sale          1,250                5.1127
Sale          3,650                5.1126
Sale          750                  5.1127
Sale          2,000                5.1127
Sale          1,500                5.1127
Sale          2,150                5.0775
Sale          1,000                5.1127
Sale          1,000                5.1127
Sale          1,000                5.1127
Sale          1,500                5.1127
Sale          1,500                5.1127
Sale          885                  5.1127
Sale          1,000                5.1127
Sale          1,250                5.1127
Sale          2,000                5.1127
Sale          1,500                5.1127
Sale          750                  5.1127
Sale          1,000                5.1127
Sale          4,000                5.1127
Sale          1,500                5.1127
Sale          545                  5.1127
Sale          1,500                5.1151
Sale          2,000                5.1127
Sale          1,000                5.1127
Sale          1,000                5.1127
Sale          425                  5.1151
Sale          1,000                5.1127
Sale          375                  5.1127
Sale          1,700                5.1127
Sale          1,500                5.1127
Sale          825                  5.1127
Sale          800                  5.1151
Sale          992                  5.1127
Sale          1,300                5.1127
Sale          4,000                5.1351
Sale          750                  5.1151
Sale          1,500                5.1127
Sale          14,252               5.1150
Sale          17,899               5.1150





 (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 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
                varying etc.      relates (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                         23 FEBRUARY 2006
 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