Chairman's AGM Statement

Jardine Matheson Hldgs Ld
1 June 2000

                               
Jardine Matheson Chairman Makes Statement to Shareholders at
Annual General Meeting

*  Emphasises Commitment To Long-Term Value Creation
*  Reiterates Strength Of Current Shareholding Structure
*  Forecasts Strong First Half Performance

Bermuda,  1st  June 2000 -- Jardine Matheson Holdings  Limited
today  released  the  statement made by  its  Chairman,  Henry
Keswick,  to  shareholders  at the  Company's  Annual  General
Meeting held on 1st June 2000.

In  the  statement,  Mr Keswick emphasised the  commitment  of
Jardine  Matheson's Board and management to building long-term
shareholder value.  He reiterated the strengths of the current
cross   shareholding   structure   with   Jardine   Strategic,
highlighting the stability the structure created in a volatile
region  which  enabled  management to concentrate  on  growing
their businesses.

In  addition,  Mr Keswick drew attention to the  above-average
performance of the Group over the last ten years and  forecast
strong  earnings  for  the first half  of  2000.   Mr  Keswick
stated, 'Despite the continuing difficulties within Dairy Farm
and  Jardine International Motors, which I highlighted at  the
time of the 1999 year-end results, the overall result for  the
Group for the half year to 30th June 2000 should show a strong
growth in earnings over the comparable period last year.'

Attached is Mr Keswick's full statement.

Jardine Matheson is a multinational group focused primarily on
the  Asia-Pacific Region.  Its operations employ some  150,000
people  and  its  activities are  leaders  in  the  fields  of
financial    services,   supermarkets,   consumer   marketing,
engineering  and  construction, motor  trading,  property  and
hotels.  The Group is building its core businesses largely  in
Asia Pacific with the goal of enhancing shareholder value  for
the long term.


For further information, please contact:

Jardine Matheson Limited
Neil M McNamara                         Tel:  [phone]

Matheson & Co.Limited
Martin Henderson                       Tel: [phone]

Forrest International Limited
David Dodwell                           Tel:   [phone]
Sue Gourlay                                    (852) 2501 7936

Ludgate Communications
Richard Hews                            Tel: [phone]

                               

                Statement Made by the Chairman
          of Jardine Matheson Holdings Limited at the
  Annual General Meeting of the Company Held on 1st June 2000
                               
                               
I  would  first  like  to  state that  the  Board  is  totally
committed  to the creation of genuine shareholder  value.   As
such  we  have considered carefully the issues that have  been
raised by shareholders in this regard.  Nevertheless, we shall
not  take  any  action just for the sake of bringing  about  a
short-term  increase in the share price.  The  directors  have
always  focused and will continue to focus on the  longer-term
perspective  and  the  enhancement of the  Group's  underlying
values.

We believe that the logic for the group's structure remains as
valid  today as ever - to provide a stable background  against
which  management can concentrate on growing their businesses.
Such  a  goal  is not unusual in the region, as managers  seek
stability  in a business and political environment  noted  for
its  volatility.   That was the structure of  the  Group  when
today's  dissenting  shareholders acquired  their  stake  -  a
structure  finalised in 1987 after being  approved  by  market
regulators   and   by   decisive  votes  of   the   respective
shareholders.

The  unwinding of the cross-shareholding that is proposed will
not  increase the underlying value of your Company.  It might,
of  course, create an upward share price movement through  bid
speculation.   But it is not the purpose of the Board  to  lay
the  Company open to an opportunistic bid at a time  when  its
share price does not reflect its true worth.

Nevertheless,  it  is  worth  pointing  out  that  the  cross-
shareholding  would  not  prevent a  bona  fide  bid  for  the
Company.   The Board would be duty bound to consider any  such
bid,  and,  if  it represents full value for  the  passing  of
control of all our assets and subsidiaries, to recommend it to
shareholders.

During  the first half of the 90s, our profit performance  was
strong.   We are convinced that the work we are now  doing  to
reshape  the  Group  will return us to that  trend.   And,  in
looking  at performance, it is important to retain a sense  of
perspective.   Much of our emphasis has gone  into  increasing
asset  values, sometimes at the expense of immediate earnings.
Over  the last 10 years, despite the current low share  price,
Jardines'  total shareholder returns compare quite  favourably
with  other  conglomerates in the region - a period  when  the
growth  of  our net asset value per share, plus dividends,  is
equivalent to an annual rate of return of 14%, measured in  US
Dollars, one of the world's strongest currencies.

There  have  been  one  or  two  outstanding  performances  by
conglomerates    in    the   region,    often    related    to
telecommunications, but these are the exceptions.  Many others
have struggled or even disappeared during what has been a very
difficult period for Asia.

We  do  acknowledge  that, in recent years,  the  share  price
performance has been disappointing: in our view,  this  was  a
function  of  the  sharp  downturn in  Asian  markets  and  of
problems  in certain Group companies which needed  to  be  put
right.   During that time, however, the structure has  enabled
the  Group  to  take  far-reaching action  in  response  to  a
fundamental shift in our markets caused by the trends  towards
globalisation, and, more recently, e-business.

We  have narrowed our business focus to concentrate on  larger
operations  with good growth potential, releasing  significant
value in the process.  We have also placed an emphasis on cost
control, leading the market with initiatives in areas such  as
shared  services,  and have de-layered  management  so  as  to
streamline   our  operations.   In  recent  years,   we   have
introduced policies to promote a more efficient use of capital
within  our businesses, while always recognising the need  for
conservative financing associated with volatile Asian  markets
and  political  risks.  We have confidence that these  actions
will  prove successful, not only in financial terms, but  also
in further sharpening the focus of our management teams.

This  work  is  ongoing, and is only now  beginning  to  yield
rewards  to  shareholders  as the  economic  climate  in  Asia
improves.  So far this year the better markets have led  to  a
good return to profit growth for Jardine Pacific, while Robert
Fleming  has done well in line with buoyant financial markets.
Despite  the  continuing difficulties within  Dairy  Farm  and
Jardine  International Motors, which were highlighted  at  the
time of the 1999 year-end results, the overall result for  the
Group  for  the  half year to 30th June should show  a  strong
growth in earnings over the comparable period last year.

The significant progress made within the Group in adapting  to
the  'new economy' and embracing new technologies has also yet
to  be fully appreciated outside the Group.  While each of our
operating  companies is pursuing its own initiatives,  at  the
centre  we  are giving full reign to the development  of  some
smaller,  non-listed  operations.   A  good  example  is   JOS
Technology which is being developed into a regional player  in
the IT solutions arena.
Looking to the future I would like to be clear in our
intentions:

First,  we  wish to see a strong share price  -  not  just  in
Jardines  but in all our quoted affiliates.  That is good  for
the business and for those who work in the business.  We fully
recognise the need to have the right people to drive the Group
forward,  and  that  they  must be properly  incentivised.   A
healthy  share  price is important to ensure  that  our  share
incentive schemes and those of our devolved affiliates live up
to their name.  A strong share price is also important for the
directors   themselves,   many   of   whom   are   substantial
shareholders.   To  be  soundly based,  this  must  come  from
improved performance.  We believe that Asia's recovery and the
modernisation  that  is being carried out  in  all  the  Group
companies  will be reflected in a stronger share price.   That
is our aim.

Second, the directors will continue to keep the Group's assets
under review and will be ready to make further disposals -  as
well as selective acquisitions to expand our core businesses -
when  we  judge  that the best value for shareholders  can  be
achieved by such action.  We shall continue to streamline  our
business focus.

Third,  we  believe that increasing our stakes  in  our  Group
companies  often  represents an excellent investment,  and  we
intend  to  continue  our programme of  share  purchases  when
attractive  in economic terms.  We shall also be  examining  a
range  of  options for deploying the proceeds  of  the  Robert
Fleming  sale in a way that benefits equally all shareholders,
including the possibility of share repurchases.

As  a Group we take our obligations to shareholders seriously.
We  operate  transparently,  providing  more  disclosure  than
virtually  any other group in Asia.  In addition, we  maintain
an  active  dialogue with shareholders, meeting  regularly  to
explain  what  we are doing and to understand their  concerns.
We  go  to  great  lengths  to avoid  potential  conflicts  of
interest and - on the very rare occasions when these  arise  -
we take separate advice and act accordingly.

Through  the actions that have culminated in today's  members'
resolutions, shareholders have made their views known,  as  is
their  right.   We have considered the arguments,  and  remain
committed  to  studying all the options  available  to  us  to
enhance  long term shareholder value.  That does not, however,
mean  that  we  intend to expose the Group to an opportunistic
bid  just  as Asia emerges from its troubles and the  benefits
from the restructuring of the Group begin to show.