Proposal to Reorganise Share Capital

Pantheon International Participations PLC
17 December 1999


PANTHEON INTERNATIONAL PARTICIPATIONS PLC
PROPOSAL TO REORGANISE SHARE CAPITAL
                            
Pantheon  International  Participations  PLC  (PIP),  the
specialist  investment vehicle for private equity  funds,
announces  its intention to put proposals to shareholders
for the reorganisation of its share capital.

Cash efficiency

PIP  has  achieved  a return on shareholders'  assets  of
approximately  15%  per  annum  since  launch  in   1987,
outperforming the FTSE All-Share Index over  the  period.
However,  its performance has been affected by having  to
hold a significant amount of cash on its balance sheet to
fund outstanding commitments.  The Manager estimates that
in  the  absence of this 'cash drag' the net asset  value
(NAV)  performance of PIP would have been around 20%  per
annum.

PIP  and  its adviser, Collins Stewart, are now proposing
an  innovative  structure to enable it  to  maintain  its
commitment   to   private   equity   investment    whilst
substantially eliminating this 'cash drag'.

Surplus cash returned to shareholders

The  Company  proposes  to  return  to  shareholders  the
uninvested cash at the time of the reorganisation.   This
cash  will be repaid by means of a cancellation of shares
at  a  discount of not more than 5 percent to the NAV  at
the time of the reorganisation.

Participating Loan Notes

Under the proposals, a proportion of the Company's issued
share  capital will be converted into participating  loan
notes  (PLNs).   It is expected that PLNs will  represent
approximately £30 million of the net assets of PIP  after
conversion.  The value of the PLNs will track the NAV per
share  of the Company while in issue and will mirror  any
dividends  paid  on  the ordinary shares.  PLNs  will  be
redeemed  at  a  discount  no  greater  than  1%  to  the
prevailing  NAV and further PLNs will be  issued  at  the
prevailing NAV.

The Directors will seek permission for the listing of the
PLNs  on  the London Stock Exchange, which together  with
regular  redemptions, will provide greater liquidity  for
investors.   Court  approval will be  required  for  this
reorganisation.

Further investment

Undertakings to subscribe for further PLNs in the  future
will  be sought as a means of ensuring that at all  times
the  Company always has access to cash resources to  fund
its  future investment programme efficiently.  The  Board
is now satisfied that certain institutions will subscribe
for a substantial amount of further PLNs.

Cash  received  in  the future by the  Company  from  its
invested   portfolio  will  be  used  to   fund   further
investments or to redeem PLNs.

Future prospects

The  Directors  of  PIP  anticipate  that  this  flexible
structure  will not only enhance the growth prospects  of
the ordinary shares, but should allow PIP to grow in line
with  the increasing demand for private equity.  PIP will
continue to provide access to private equity markets  for
individuals  and institutions through both  the  ordinary
shares and the PLNs.

Lionel  Stopford Sackville, Chairman of PIP, said,  'When
PIP  was  formed in 1987 it was the first  of  its  kind.
With  these  innovations the Company will remain  at  the
forefront of private equity investing.  The new structure
will  enable  PIP  to  expand  its  activities,  both  by
subscribing  to  new  funds and by selectively  acquiring
secondary interests.'

Rhoddy  Swire, Chairman of the Manager, Pantheon Ventures
Limited, said, 'The proposed structure provides investors
with all the advantages of a quotation combined with  the
efficiency of a private equity fund vehicle.'

                            
For further information:

Pantheon Ventures                         020 7484 6200
Rhoddy Swire / Richard Bowley

Collins Stewart                           020 7522 9977
Rolly Crawford / Paul Richards

Ludgate Communications                    020 7253 2252
Robin Hepburn / Liz Ware


NOTES TO EDITORS

Pantheon International Participations PLC

*Pantheon  International  Participations  (PIP)  is   a
 £147.7  million  investment trust, managed  by  Pantheon
 Ventures  Ltd.,  which  uses an  international  fund  of
 funds approach to private equity investment.

*At  30  September 1999 the unaudited, fully diluted  net
 asset   value   per  share  (excluding  current   period
 revenue) was 410.5p.

*PIP  has  investments in over 130 private  equity  funds
 whose  portfolios  contain  investments  in  over  1,200
 companies.

*The  Company  is  the only independent,  private  equity
 capital  fund  of funds investor quoted  on  the  London
 Stock  Exchange.   PIP enables individuals  as  well  as
 institutions  to gain access to a substantial  portfolio
 of  unquoted  companies  in  the  USA,  UK,  Continental
 Europe  and  Asia, within funds managed  by  experienced
 private equity managers.

*Within  its  stated  primary investment  objective,  the
 Company   invests  in  private  equity  funds  both   as
 secondary  interests and by subscribing  to  new  funds.
 As   an  adjunct  to  this  activity  the  Company   may
 occasionally   acquire  direct  holdings   in   unquoted
 companies  usually where a vendor is seeking to  sell  a
 combined portfolio of funds and direct holdings.   PIP's
 investment policy also extends to investing directly  in
 companies where there is a private equity manager,  well
 known to the Company, investing on the same terms.

Pantheon Ventures Limited

*Pantheon  Ventures Ltd. has been active in  the  private
 equity  sector since 1982 and currently manages over  £2
 billion,  invested in over 350 private equity  funds  in
 over 30 countries.