Incentive Plan

Associated British Foods PLC
16 December 2003

16 December 2003

Associated British Foods Executive Share Associated Incentive Plan

Associated British Foods plc (the 'Company') announces that it received
notification on 15 December 2003 for the purposes of Section 329 of the
Companies Act 1985 from the Royal Bank of Canada (Jersey) Limited (the
'Trustee'), as trustee of the Associated British Foods Executive Share Incentive
Plan 2003 (the 'Plan'), that the Trustee acquired 750,000  of the Company's
ordinary shares of 5 15/22 pence ('Ordinary Shares'). The Ordinary Shares were
acquired by the Trustee as follows:-

Date of Acquisition            Shares acquired                  Average price
                                                             per ordinary share.

10/12/03                          562.62p                           220,848

11/12/03                          563.38p                           436,142

12/12/03                          563.59p                           93,010
                    

The Plan takes the form of conditional allocations by the Trustee of Ordinary
Shares to senior managers, including directors of the Company, which will be
released if, and to the extent that, certain performance targets are satisfied
over a three year performance period.

The allocation to directors of the Company will be determined in accordance with
the terms of the Plan in due course and a further announcement of that
allocation will then be made.




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