Tender Offer

Jardine Matheson Hldgs Ld
3 August 2000


Jardine Matheson Launches Tender Offer to Repurchase Shares

3rd  August  2000 - Jardine  Matheson  Holdings Limited  today
announced  that  it  intended to return cash  to  shareholders
through  a  Tender Offer for the repurchase  of  part  of  its
outstanding  share  capital.  The proposals give  shareholders
the choice to sell shares at a premium to the market price  or
to  increase  their  proportionate stake  in  the  Company  by
retaining their shares.

Tenders  will  be  invited  in the range of US$4.80 to US$5.50
per share.  The price range represents a  premium  of  between 
9.8  per  cent  and  25.8  per cent  over  the average  middle
market  quotations of the shares on the London Stock  Exchange
on the five trading days prior to 3rd August 2000.  The Tender
Offer   initially  will  be  for  up  to  100  million  shares
(representing  12.3  per  cent of the Company's  issued  share
capital).   If  fully  subscribed, this  will  result  in  the
Company   returning   between   US$480   million   and  US$550
million to shareholders.

In the event that shareholders significantly oversubscribe the
Tender  Offer,  the Directors may, with shareholder  approval,
decide  to extend the Tender Offer to allow the repurchase  of
up  to an additional 65 million shares.  The repurchase of the
increased total of 165 million shares (representing  20.4  per
cent  of Jardine Matheson's issued share capital) would result
in the  Company  returning  between  US$792 million and US$908
million to shareholders.

Background
On  11th  April 2000, Jardine Matheson announced that  it  had
undertaken  to sell its entire shareholding in Robert  Fleming
Holdings  Limited to The  Chase  Manhattan  Corporation.   The
transaction   was   declared   wholly   unconditional  on  1st
August  2000,  and  the  Company  will  shortly  receive   the
consideration  valued  at  US$960  million in cash and shares,
payable under its terms.

The  Board  of Jardine Matheson has undertaken a comprehensive
review  of  the  various options open to it for utilising  the
sale  proceeds  and has concluded that the best  interests  of
shareholders would be served by giving them the opportunity to
receive a substantial return of capital.

The  Board  believes  that  making  available  to shareholders
proceeds  of  the  sale of  Jardine Matheson's stake in Robert
Fleming  by  way  of  the Tender  Offer  represents  the  most
flexible  method of value return.  This will still  leave  the
Group  ample  resources  to grow its  businesses  or  to  take
advantage of attractive investment opportunities to expand the
scope of its operations.

Benefits of the Tender Offer Proposals
The benefits of the Tender Offer are as follows:
*  it  gives  shareholders the choice  to  sell  shares  at  a
   significant  premium  to  the recent  market  price  or  to
   increase  their  proportionate  stake  in  the  Company  by
   retaining their holdings;
*  it  is expected to enhance earnings and market adjusted net
   asset value per share, and allows the Group to maintain its
   current dividend policy;
*  it  creates  a  more  efficient capital structure  for  the
   Company, while maintaining a strong balance sheet; and
*  it  is  believed to be a tax efficient method of  returning
   cash for many of the Company's shareholders.

Further Terms
The  Tender  Offer  will  close on  1st  September  2000.   An
extension  of the Tender Offer would require the  approval  of
shareholders  in  a Special General Meeting,  and  the  tender
would then close on 22nd September 2000.

Full  details  of the Tender Offer, including  the  terms  and
conditions  on  which  it is being made,  are  set  out  in  a
circular  which will be posted to shareholders on  4th  August
2000.

The  Tender  Offer is available to all registered shareholders
with  registered addresses outside Canada, Japan, Malaysia  or
South  Africa.   In addition, the Tender Offer  will  also  be
available  to  depositors  holding  shares  through  the   CDP
scripless  system in Singapore and to the holders of  American
Depositary Shares.

Jardine Strategic
The  Directors  have  been  informed  that  Jardine  Strategic
Holdings  Limited  has no present intention of  tendering  its
shares  under  the Tender Offer in respect of its  holding  of
approximately  308.4 million shares representing approximately
38.1 per cent of the currently issued share capital of Jardine
Matheson.

If  100  million  shares are repurchased, Jardine  Strategic's
shareholding in Jardine Matheson would increase  to  43.4  per
cent  (or up to 47.8 per cent if the Tender Offer is increased
to  165  million shares in accordance with its terms)  of  the
currently issued share capital of the Company.

Jardine  Strategic  has confirmed that it  has  recently  come
together with other shareholders in Jardine Matheson to form a
concert  party,  and  that  such  concert  party  owns  shares
carrying approximately 51 per cent of  the  voting  rights  of
Jardine  Matheson.   In  consequence,  Jardine  Strategic  has 
received  advice  that  the  implementation   of  the proposed  
Tender  Offer does not give rise  to  an  obligation under the 
Bermuda Takeover Code  Regulations  applicable to  the Company  
to  make  a  mandatory  offer to all  shareholders  to acquire 
their shares in Jardine Matheson.

Interim Results
Jardine  Matheson has today also announced its interim results
in  respect  of  the  six months ended 30th  June  2000.   The
interim  report  will be posted to shareholders  on  or  about
18th August 2000.

The Group
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 8153

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

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