Proposed Sale of Shareholding in Robert Fleming

Jardine Matheson Hldgs Ld
11 April 2000


              Jardine Matheson Holdings Limited
       Proposed Sale of Shareholding in Robert Fleming


11th  April  2000 - Jardine Matheson Holdings Limited  today
announced that it has conditionally undertaken to  sell  its
entire  shareholding in Robert Fleming Holdings  Limited  to
The  Chase Manhattan Corporation pursuant to the recommended
Offer  announced today by Chase for the whole of the  issued
and  to  be issued ordinary share capital of Robert Fleming.
The  Offer  values the whole of the issued and to be  issued
share  capital  of  Robert Fleming at  approximately  £4,880
million  (US$7,662 million) and, on this basis, values  each
Robert Fleming share at approximately £27.44.

The   Company's  holding  of  23,600,000  shares   comprises
approximately  13.27  per cent. of the fully  diluted  share
capital of Robert Fleming. Accordingly, the Offer values the
Company's  interest in Robert Fleming at approximately  £648
million (US$1,017 million).

Jardine  Strategic Holdings Limited, the 61 per cent.  owned
subsidiary of the Company, has also undertaken to  sell  its
entire  holding of 7,050,000 Robert Fleming shares to  Chase
pursuant  to  the Offer, which comprises approximately  3.96
per  cent.  of  the  fully diluted share capital  of  Robert
Fleming.  The Offer values Jardine Strategic's  interest  at
approximately £193 million (US$304 million).

In  aggregate, the Offer values the Jardine Matheson Group's
interests  in  Robert Fleming at approximately £841  million
(US$1,321 million).

The  total consideration available under the Offer  will  be
satisfied to the extent of £2,573 million (US$4,040 million)
in cash and to the extent of the balance of US$3,622 million
in new shares in Chase. The number of new Chase shares to be
issued as consideration for the Offer will be determined  by
reference  to the average of the closing prices of  a  Chase
share  on  the New York Stock Exchange on the 20 consecutive
full  trading days immediately preceding the fifth  business
day  prior to the Offer being declared wholly unconditional.
However, the total number of new Chase shares which will  be
issued  as  consideration under the Offer  will  not  exceed
43,743,961 or be less than 35,790,514.

Assuming  a  total  fully diluted share  capital  of  Robert
Fleming  of  177,851,962 shares and based on a closing  mid-
market price of a Chase share on the New York Stock Exchange
of  US$88.125 on 10th April 2000, the Company would  receive
approximately  £341  million (US$536 million)  in  cash  and
5,453,843  Chase shares for the sale of its  Robert  Fleming
shares  pursuant  to the Offer. The Jardine  Matheson  Group
would,   on   the   above  basis,  receive,  in   aggregate,
approximately  £443  million (US$696 million)  in  cash  and
7,083,063  Chase shares for the sale of its  Robert  Fleming
shares  pursuant  to the Offer. There is  a  mix  and  match
election available under the Offer pursuant to which  Robert
Fleming shareholders who accept the Offer can elect, subject
to  availability,  to  vary the proportions  in  which  they
receive Chase shares and cash.

The  Jardine Matheson Group's shareholding in Robert Fleming
had  a  book  value  as at 31st December  1999  of  US$281.1
million.  During  the  year ended 31st  December  1999,  the
Jardine  Matheson  Group's shareholding  in  Robert  Fleming
contributed US$24.5 million to the Group's net profit.

Under  the  terms of the Offer, Robert Fleming  shareholders
will  be  entitled  to retain a second interim  dividend  in
respect of the financial year ended 31st March 2000 of 17.18
pence  (26.83 cents) per share to be paid on 31st May  2000.
The total amount of the dividend payable to the Company will
be  £4.1  million (US$6.4 million) and to Jardine  Strategic
will be £1.2 million (US$1.9 million).

Cash  proceeds  received under the Offer will  initially  be
held  on  deposit pending a decision by the  Company  as  to
their application. The Company intends for the time being to
retain any Chase shares received as consideration under  the
Offer,  but  may in due course take advantage of appropriate
opportunities to realise all or part of such shares.

The  Directors of the Company believe that the terms of  the
Offer  by Chase are fair and reasonable and that the Company
should  accept  the Offer in respect of its shareholding  in
Robert Fleming.

Due to its value, the proposed sale of Robert Fleming shares
by  the Company pursuant to the Offer is conditional on  the
approval  of shareholders of the Company. Jardine  Strategic
has  undertaken to Chase to vote its beneficial shareholding
in  the  Company in favour of the resolution to approve  the
sale.  The  Offer  by  Chase  is  also  subject  to  certain
regulatory  clearances  and  other  conditions.  Chase   and
Flemings  anticipate that the transaction will be  completed
in approximately four months.

A circular to shareholders of the Company containing further
details  of  the proposed sale of the Robert Fleming  shares
pursuant  to  the Offer and containing a notice  of  special
general meeting will be sent to shareholders shortly.

Robert  Fleming  is  an international asset  management  and
investment  banking group. It operates in over 40 countries,
providing a range of investment banking, corporate  finance,
capital  markets and banking services to a client base  that
includes   major   companies,   governments,   institutional
investors, central banks and private individuals.

The £:US$ conversion rates in this announcement are based on
an exchange rate of £1 = US$1.57.


Enquiries:

Jardine Matheson Limited
Norman Lyle                                  (852) 2843 8216
Neil McNamara                                (852) 2843 8227

Matheson & Co.Limited
Martin Henderson                           (44) 171 816 8135

Ludgate Communications
Richard Hews                               (44) 171 253 2252

Notes to Editors:

Jardine Matheson

Jardine  Matheson  is a multinational Group  of  eight  core
businesses focused primarily on Asia.  Its operations employ
over  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 has undergone a sustained shift in emphasis  over
recent  years  as  businesses  that  did  not  present   the
opportunity  for profitable scale or market leadership  have
been  exited.   The  Group is building its  core  businesses
largely   in  Asia  Pacific  with  the  goal  of   enhancing
shareholder value for the long term.

The  primary listing of the parent company, Jardine Matheson
Holdings  Limited, is in London, and the bulk of the  shares
are  traded  in  Singapore.  The Company is incorporated  in
Bermuda  and the Group is managed from Hong Kong by  Jardine
Matheson Limited.

Chase

Chase  is  one  of  the world's premier  financial  services
institutions,  with  operations in 50 countries  around  the
world.  Chase  has  a  top-tier  ranking  in  all  areas  of
investment  banking,  private banking,  trading  and  global
markets  activities as well as information  and  transaction
processing.