Robert Fleming Holdings - Final Results

Jardine Matheson Hldgs Ld
24 May 2000


Robert Fleming Holdings Limited
Annual Results for the Year Ended 31st March 2000

The following press release was issued today by the Group's 17%-
owned associate, Robert Fleming Holdings Limited.
                                  

For further information, please contact:

Forrest International Limited      Tel :[phone] (office)
David Dodwell                      Tel :[phone] (direct)
                                  
                                  
  FLEMINGS REPORTS RECORD ANNUAL PRE-TAX PROFITS OF £328.3 MILLION
                                  
Flemings,  the  international  asset  management  and  investment
banking group, reports profits before tax for the year ended 31st
March  2000  of £328.3 million, up from £64.1 million  last  year
(restated  from £70.0 million to reflect changes in  the  current
tax treatment of overseas dividends).

Other financial highlights include:

Strong performance in both core business activities:
Asset Management - £178.0 million.  Investment Banking - £150.3
million.

Pre-tax return on equity increased to 29.2%.
Cost income ratio improved to 74.6%.

Earnings per share of 136.1p (1999 - 21.1p).

Second interim dividend of 17.18p per share.

Funds under management up by 34% to £89.3 billion (US$142.2
billion).

Roddie Fleming, Chairman of Flemings, said:

'I  am  pleased  to  report  that the  Flemings  Group  performed
extremely  strongly last year, earning record profits  of  £328.3
million.  The acquisition of the remaining 50% of Fleming  Martin
and  Jardine  Fleming,  enabling the  Group  to  deliver  a  more
integrated and competitive service to our clients, has been fully
justified.   This,  together  with a  strong  recovery  in  Asian
markets,  has  contributed to the Group's significantly  improved
results.'

William Garrett, Group Chief Executive of Flemings, said:

'With  world  class businesses now established  in  Asia,  Japan,
Africa and Europe, the Group has a firm base on which to build in
the  future.  As we announced on 11th April 2000, we believe that
this potential will be best fulfilled by joining forces with  the
global  capabilities of Chase.  I am confident that the Flemings'
businesses  will go from strength to strength in this new  global
combination.'


Financial Review

The  profit  and loss account now includes the fully consolidated
results  of  Jardine Fleming Group Limited which was acquired  on
24th   March  1999.  The  acquisition  of  Jardine  Fleming   has
substantially  increased  levels of gross  operating  income  and
expense  for the Group compared with prior periods.  The  balance
sheet fully consolidated Jardine Fleming at 31st March 1999.

Income Analysis
Operating income for the year was £1,136.7 million (1999 - £515.7
million).   Adjusting for the consolidation of  Jardine  Fleming,
underlying  operating  income  is  some  58.7%  higher  than  the
previous year.  Growth was achieved in both Asset Management  and
Investment  Banking, mainly due to the recovery in  Asian  equity
markets   and   strong   investment  performance   within   Asset
Management.

Expense Analysis
Operating  expenses  totalled  £854.6  million  (1999  -   £470.6
million).    After  adjusting  for  Jardine  Fleming  as   above,
underlying costs rose by some 25.4%, largely reflecting increases
in  performance related compensation driven by improved corporate
earnings.  The Cost/Income ratio for the period improved to 74.6%
compared to 89.6% for the previous year.

Business Highlights

ASSET MANAGEMENT

Asset Management had a record year with pre-tax profits of £178.0
million,  an  increase of 135% over the 1999 level.  Funds  under
management  grew to £89.3 billion (US$142.2 billion)  from  £66.7
billion  (US$107.4 billion), an increase of 34%.  This impressive
overall  growth was derived both from market movements  and  from
substantial cash flows into our pooled fund product ranges.

Open  Ended  Pooled  Funds
Throughout the  year and  increasingly during  the  latter  half,  
our  open  ended  pooled  fund  ranges  experienced rapid growth.  
Total  funds  under  management   increased   to  £43.1  billion 
(US$68.7 billion) from £23.9 billion  (US$38.5 billion)  at  the  
beginning of the financial year,  an overall increase  of  £19.2  
billion  (US$30.2   billion),  of   which  £6.0 billion  (US$9.5  
billion) was due to net cash  flows into the product  ranges and 
£13.2  billion (US$20.7 billion)  was  due  to  increased market 
levels and out performance of market indices.

Investment   performance  was  consistently  strong  across   all
investment categories and excelled in a number, most notably  our
Japanese and Pacific funds, but also our European and US  smaller
company and technology funds.  Over the year, in excess of 80% of
the  Fleming  Flagship and 50% of the Save &  Prosper  Asian  and
Japanese funds achieved first quartile rankings relative to their
respective  peer  groups.  In the UK, the Save & Prosper  Premier
Equity Growth Fund continued its impressive long-term performance
during  which it has beaten the FTSE All-share index for each  of
the   last  seven  calendar  years.   This  consistent  long-term
performance has continued to attract UK investors with  the  fund
raising £223 million (US$355 million) during the year.

During  the  year, we launched a number of new  funds,  and  most
notably a series of technology funds including the launch of  the
Flagship European Technology Fund which raised in excess of  £750
million (US$1,194 million) from launch in November last year.  At
the same time we have established a series of funds with emphasis
on value style investments to round out our product ranges.

Closed  Ended Pooled Funds
Funds  under  management  at the year end  stood  at £7.8 billion 
(US$12.5 billion), an increase of 44%  from a  year  earlier when 
total   funds   under    management   stood   at    £5.4  billion 
(US$8.8 billion).

Fleming Claverhouse remained one of the top performing UK General
Funds  over  three  and five years while a  broad  range  of  the
Fleming  Investment Trusts achieved first quartile  performances.
The  performance  of  the  Japanese Funds  was  exceptional  with
Fleming  Japanese,  JF  Fledgeling Japan and  JF  Japan  OTC  all
achieving outstanding investment returns.

Fleming Geared Growth was re-mandated into a technology trust and
in  November  we  launched Fleming Managed Growth  to  provide  a
simple  solution  to  asset allocation for the  retail  investor.
Towards  the end of the year we provided an innovative scheme  to
enable  corporate  loan note holders in Asda Walmart  to  convert
their loan notes into holdings in Fleming Managed Growth and  the
Save & Prosper Premier Equity Growth funds.

Segregated Funds
Segregated funds under management increased  over the  year  from 
£32.8 billion (US$52.8 billion) to £33.7 billion (US$53.7 billion).    
This  increase  comprised   market  and performance gains of £6.3 
billion  (US$9.5 billion)  offset  by  net  cash outflows of £5.4 
billion (US$8.6 billion).  The majority of the outflows was  from  
our  UK sourced  balanced  pension  fund  clients as the trend to 
indexed portfolios and specialist mandate appointments accelerated.  
As we  reported at  the  interim  stage, steps  have been taken to 
improve the management  of this area  and investment   performance  
continues  to   show   indications of improvement,  but  we do not 
expect any significant reversal  of cash  flows in the short term.  
Elsewhere, investment performance was strong  and  clients both in 
Europe  and  Asia  continued  to  provide  us  with new specialist 
mandates.

Private Clients
Our  private  client  businesses, run  from  the UK and Singapore,  
enjoyed  a solid year reporting increased profits  and funds under 
management.

Rowe Price-Fleming International
We  recently announced the sale, subject to regulatory approvals,
of  Rowe Price-Fleming International to our partner T. Rowe Price
for  US$780 million.  Rowe Price-Fleming International has,  over
20  years,  developed a very successful business  and  this  year
increased its funds under management from £20.1 billion  (US$32.4
billion)  at the beginning of the year to £26.9 billion  (US$42.8
billion) at the end of the year.  This transaction will allow our
direct entry into the US markets.

INVESTMENT BANKING
Investment  Banking pre-tax profits reached  a  record  level  of
£150.3  million.  This encouraging result has been driven by  the
continued  strength  of  trading conditions  for  our  securities
businesses  in Asia and Africa, combined with further  growth  in
our  banking  profits  and strong deal  flow  for  our  corporate
finance and capital markets teams.

Highlights of the year have included: our lead-management of  the
£2.7  billion  (US$4.3 billion) launch of the Hong  Kong  Tracker
Fund  on behalf of the Hong Kong Government; our pivotal role  in
advising  Lagardere  and Aerospatiale Matra on  the  £13  billion
(US$20 billion) merger of Aerospatiale Matra with DASA and  CASA,
creating the leading European aerospace and defence company;  and
our   lead-management  of  the  £433  million  (US$689   million)
flotation  of  Kingston Communications, a client of  our  banking
division for over ten years.

Securities
The Securities business had a record year on the  back of  a very 
strong    performance  in  Asia.    After  two  years  of  severe
economic downturn, the Asian markets once again became an area of
focus  for  international  and domestic  investors  and  we  were
strategically  positioned  to take advantage  of  the  upturn  in
activity and to capitalise on the opportunities provided.

In  September we signed a joint venture agreement with Cable  and
Wireless  HKT  to  provide  on-line broking  services  to  retail
clients in Hong Kong and we expect to launch this service in  the
second quarter of this year.  We are also actively pursuing other
internet business opportunities.

Corporate Finance
In the number,  size  and quality  of transactions, the Corporate 
Finance team has demonstrated good progress towards our  goal  of 
establishing  Flemings   as  a   front   rank  adviser  to  major 
international   companies  and   quality  growth companies.  Both
revenues and profits were well ahead of budget and showed a  good
balance of activity between Asia and Western Europe.

Highlights  of the year included: advising Centrica on  the  £1.1
billion (US$1.8 billion) acquisition of the AA; acting for  Prada
on  its  joint  venture  with  Jil  Sander  in  Germany  and  its
acquisition  of Church Shoes in the UK; advising Pacific  Century
CyberWorks  (PCCW) on acquiring a £691 million  (US$1.1  billion)
stake  in  Pacific  Convergence Corp.; the  Celltech  offers  for
Chiroscience  and  Medeva, together worth  £879  million  (US$1.4
billion),  to create the UK's leading biopharmaceutical  company;
and,   in   South  Africa,  Harmony's  contested  and  ultimately
successful bid for Randfontein.

The  year  finished  with  a  large  number  of  transactions  in
progress.   These include working for Aerospatiale Matra  in  the
creation  of the new European aerospace group EADS, and  advising
Cable & Wireless HKT regarding the offer from PCCW .

Capital  Markets
Capital Markets had a record year, raising more than £40  billion 
(US$63 billion) for companies in 26 countries, including 43 lead-
managed equity and equity-related issues.

In  Asia, our strength in the region was highlighted by the  £250
million  (US$400 million) IPO of SUNeVision Holdings on  the  GEM
market in Hong Kong, as well as by a series of transactions which
included  ABS-CBN  (Philippines),  Funai  Electric  (Japan),  Gas
Authority  of  India  Limited (India),  Mosel  Vitelic  (Taiwan),
National  Finance  (Thailand), Pacific  Century  Insurance  (Hong
Kong), PT Indofood (Indonesia) and Synnex Technology (Taiwan).

In  Europe,  our  emphasis on the technology, media  and  telecom
sectors  led  to strong deal flow in the region.  In Scandinavia,
Fleming Aros managed equity issues for technology companies  such
as  HiQ and Q-Med (Sweden) and Contex (Denmark).  In Germany,  we
were  active on the Neuer Markt with IPOs such as TRIA  Software.
We  were  also  active  in  the  Italian  market  with  IPOs  for
AISoftw@re and Tecnodiffusione.  Other new markets included Egypt
(Chipsy Food IPO) and Turkey (Turk Ekonomi Bankasi IPO).

Our  structured finance and fixed income teams also made  a  very
strong contribution, one of the larger transactions being a major
share buy-back programme for South African Breweries.

Banking
Banking  had  a  very successful  year,  establishing  new record 
performance levels across almost all areas.

Our  Commercial Banking business continued to prosper,  arranging
new  facilities  totalling £700 million  (US$1.1  billion).   Our
retail  businesses, Fleming Premier Banking and Fleming  Offshore
Banking,   increased  their  retail  deposit  base  by   15%   to
approximately  £2  billion  (US$3.2  billion).   Fleming  Premier
Banking   saw  a  significant  uplift  in  deposits  from   small
businesses and partnerships and achieved market leading  customer
satisfaction  survey  results.   Our  money  market  and  foreign
exchange   businesses  in  London  and  Hong  Kong  traded   well
throughout  the  year, particularly over the  Millennium  period.
Custody  operations processed record levels of  transactions  and
along with Stock Lending achieved good profits.

Outlook

Commenting on the outlook for the year, William Garrett said:'The
outlook  for  the new year remains positive, both for  our  asset
management  operations  and  in  the  investment  banking  arena.
Working closely with Chase will be good for our clients and staff
and  we  are  excited  about the prospects this  new  partnership
brings us for the future.'
                                  
Media  enquiries:  
Malcolm Wallis, 
Director of Group Corporate Communications     Tel: [phone]

Consolidated Profit and Loss Account
for the year ended 31st March
                                                  2000     1999
                                                    £m       £m
                                               -------  -------   
Interest receivable:
Interest receivable and similar income
arising from debt securities                      98.0     86.4
Other interest receivable and similar income     302.8    283.6*
                                               -------  -------               
                                                 400.8    370.0
                                               -------  -------
Interest payable                                (335.1)  (338.9)
                                               -------  ------- 
Net interest income                               65.7     31.1
Dividend income                                    4.3      5.8
Fees and commissions receivable                  948.8    479.8
Fees and commissions payable                     (67.7)   (81.1)
Net dealing income                               104.1     34.4
Other operating income                            81.5     45.7
Non-interest income                            1,071.0    484.6
                                               -------  ------- 
Total operating income                         1,136.7    515.7
Administrative expenses                         (819.3)  (443.2)
Depreciation and amortisation                    (28.8)   (18.6)
Provisions for debt securities                    (8.0)    (9.2)
Provisions for loans and advances                  1.5      0.4
Total operating expenses                        (854.6)  (470.6)
                                               -------  ------- 
Group operating profit                           282.1     45.1
Share in operating results of:
Joint ventures                                    40.9      9.5
Associates                                         5.3      9.5
                                               -------  -------
Profit on ordinary activities before tax         328.3     64.1
Tax on profit on ordinary activities             (95.2)   (33.2)*
                                               -------  -------
Profit on ordinary activities after tax          233.1     30.9
Minority interests                                (4.6)     0.4
                                               -------  -------
Profit for the financial year                    228.5     31.3
Dividends                                        (44.6)   (37.5)
                                               -------  -------
Profit/(Loss) retained
by the Group for the financial year              183.9     (6.2)
                                               -------  ------- 

Earnings per share
Basic                                            136.1p    21.1p
Diluted                                          133.7p    20.7p

                                                    £m       £m
                                               -------  -------
Total operating income   
Group                                          1,136.7    515.7
Share of joint ventures                          132.1    118.1
                                               -------  -------
                                               1,268.8    633.8
                                               -------  -------

* Restated to reflect changes in the current tax treatment of
overseas dividends.

Consolidated Balance Sheet
at 31st March
                                                2000       1999
                                                  £m         £m
                                            --------   --------
Assets  
Cash and balances at central banks              16.7        6.2
Treasury bills and other eligible bills        197.8      242.0
Loans and advances to banks                  1,964.7    1,658.8
Loans and advances to customers              2,748.5    2,167.3
Net investment in finance leases                77.6       88.8
Settlement accounts                          2,895.6    1,512.6
Debt securities                              2,712.2    1,856.7
Equity shares                                  410.3      600.3
Financial instrument contracts                 392.5    1,072.3
Interests in joint ventures                     90.8       69.0
Interests in associated undertakings            14.1        8.6
Other participating interests                   10.1        9.5
Value of long-term insurance business           96.3       91.4
Tangible fixed assets                           88.0      120.6
Intangible fixed assets                         80.3       83.3
Own shares                                      73.7       61.8
Insurance broking assets                       149.5      131.6
Other assets                                   204.4      184.2
Prepayments and accrued income                 190.6      136.3
                                            --------   --------
                                            12,413.7   10,101.3
                                            --------   --------
Long-term insurance assets
attributable to policy holders               2,571.3    2,278.5
                                            --------   --------
                                            14,985.0   12,379.8
                                            --------   --------
Group share of joint ventures:
Total assets                                   401.9      352.2
Total liabilities                             (311.1)    (283.2)
                                            --------   --------
                                                90.8       69.0
                                            --------   --------


Consolidated Balance Sheet
at 31st March
                                               2000      1999
                                                 £m        £m
                                           --------  -------- 
Liabilities
Deposits by banks                             834.8     801.3
Customer accounts                           4,542.2   3,883.2
Settlement accounts                         2,889.4   1,280.7
Debt securities in issue                      484.4     535.2
Short securities positions                    515.0     398.8
Financial instrument contracts                589.7   1,094.3
Insurance broking liabilities                 161.2     141.5
Other liabilities                             319.8     222.1
Accruals and deferred income                  411.3     283.5
Provisions for liabilities and charges         84.3      80.5
                                           --------  --------
                                           10,832.1   8,721.1
                                           --------  --------
Subordinated loan capital                     358.1     355.7
Equity shareholders' funds
Called up share capital                        44.1      43.7
Share premium account                         195.8     183.8
Other reserves                                962.8     777.1
                                            1,202.7   1,004.6
Minority interests                             20.8      19.9

Total capital resources                     1,581.6   1,380.2
                                           --------  --------
                                           12,413.7  10,101.3
Long-term insurance liabilities             2,571.3   2,278.5
                                           --------  --------
                                           14,985.0  12,379.8
                                           --------  --------
Memorandum items
Contingent liabilities
Acceptances and endorsements                  157.4     202.8
Guarantees and irrevocable letters of credit   36.1      27.5
                                           --------  --------
                                              193.5     230.3
                                           --------  --------
Commitments                                   395.5     259.8
                                           --------  --------