Rule 8 - P & O PRINCESS CRU

Form 8.1/8.3

Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel.
Use separate form for each class of securities in which dealings have
been made.

Date of Disclosure 3 April 2003

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGER

Date of Dealing 2 April 2003

Dealing in P & O PRINCESS CRU

(1)Class of security (eg ordinary shares) ORD USD0.50


(2)Amount bought   Amount sold   Price per unit
                0        1,901           4.1100
                0        2,434           4.1350
           10,000       10,000           4.0775
                0       18,388           4.0462
                0       24,690           4.1325


(3)Resultant total of the same class owned or controlled
26,847,840


(and percentage of class)
(3.87 % )



(4) Party making disclosure Barclays PLC

(5) EITHER  (a) Name of purchaser/vendor (Note 1)
            (b) If dealing for discretionary client(s), name of fund
            management organisation
            
            Barclays PLC


(6) Reason for disclosure (Note 2)
(a) associate of  (i) offeror (Note 3)   NO
                  (ii) offeree           NO


Specify which category or categories of associate (1-8 overleaf)

(b) Rule 8.3 (i.e disclosure because of ownership or control of 1% or
more of the class of relevant securities dealt in)
YES

Signed, for and on behalf of the party named in (4) above

..................................................................

(Also print name of signatory)
Geoff Smith
Telephone and extension number
0207 699 2305