Exchangeable Bonds

Jardine Matheson Hldgs Ld
4 August 2000

 
Jardine Matheson to Issue US$550 Million Exchangeable
Bonds

4th August 2000 -- Jardine Matheson Holdings Limited
('Jardine Matheson') announced today that it plans to
raise US$550 million through the issue of exchangeable
bonds.  The bonds will have a maturity of seven years,
will carry a coupon of 4.75% and will be exchangeable into
common stock of The Chase Manhattan Corporation ('Chase')
at a price of US$63.16, representing a 22.64% premium to
the Chase share price at the close of business on 3rd
August 2000.

The bonds will be non-callable for three years.  They are
exchangeable by investors commencing 12 months after
issue, with Jardine Matheson having the option to settle
in cash or by delivery of Chase shares.  Jardine Matheson
is to receive some 8.7 million Chase shares, representing 
approximately  0.7  per  cent  of  the  Chase   share
capital, as part of the proceeds from the sale of Jardine
Matheson's interest in Robert Fleming Holdings Limited.

Jardine Matheson announced on 3rd August 2000 that it is
making available to its ordinary shareholders a tender
offer to return up to US$908 million of capital.  The
decision to offer a return of capital follows a
comprehensive review of the various options available for
utilising the proceeds from the Robert Fleming sale.  The
funds raised from the exchangeable bonds, together with
the cash consideration received from the Robert Fleming
sale, may be used to fund the tender offer.

Jardine Matheson will not register the bonds under the
Securities Act of 1933 and the bonds will be offered and
sold in reliance on Rule 144A and Regulation S.  The
exchangeable bonds may not be offered or sold in the
United States without registration or an applicable
exemption.

Jardine Matheson is a multinational group of seven core
businesses focused primarily on the Asia-Pacific Region.  Its
operations employ some 150,000 people and its activities are
leaders in the fields of supermarkets, consumer marketing,
engineering and construction, insurance broking, 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
Norman Lyle                                  (852) 2843 8216

Matheson & Co. Limited
Martin Henderson                           (44) 207 816 8135

Forrest International Limited
Anne Forrest                                 (852) 2522 6475
David Dodwell                                (852) 2501 7902

Golin/Harris Ludgate
Richard Hews                               (44) 207 253 2252
Victoria Martin