Director Shareholding

Associated British Engineering PLC
22 September 2000


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    ASSOCIATED BRITISH ENGINEERING PLC

2)  NAME OF DIRECTOR

    MR RUPERT A PEARCE GOULD

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    MR RUPERT A PEARCE GOULD

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    MR RUPERT A PEARCE GOULD

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    CAMBRIDGE MANAGEMENT CONSULTANTS LTD

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    PURCHASE OF SHARES

7)  Number of shares/amount of
    stock acquired

    2,500

8)   (0.19%)
    of issued Class


9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES


12) Price per share

    210P

13) Date of transaction

    21 SEPTEMBER 2000

14) Date company informed

    22 SEPTEMBER 2000

15) Total holding following this notification

    115,750

16) Total percentage holding of issued class following this notification

    8.81%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

    N/A

18) Period during which or date on which exercisable

    N/A

19) Total amount paid (if any) for grant of the option

    N/A

20) Description of shares or debentures involved: class, number.

    N/A

21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

    N/A

22) Total number of shares or debentures over which options held
    following this notification

    N/A

23) Any additional information

    N/A

24) Name of contact and telephone number for queries

    MRS K M HILL   01635 872337

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification   22 SEPTEMBER 2000