Holding in Company

Associated British Foods PLC
5 June 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     ASSOCIATED BRITISH FOODS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     BARCLAYS BANK PLC

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



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



5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

     31 MAY 2001

11)  Date company informed

     5 JUNE 2001

12)  Total holding following this notification
    
               
              
13)  Total percentage holding of issued class following this notification

     UNDER 3%

14)  Any additional information

     SEE NOTIFICATION LETTER BELOW 

15)  Name of contact and telephone number for queries

     CATHERINE SPRINGETT - 020 7299 3628

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


     Date of Notification ...5 JUNE 2001


LETTER TO ASSOCIATED BRITISH FOODS PLC
31 May 2001

Companies Act 1985 ('The Act') - Part VI

I refer to our previous correspondence and now inform you that as of the date of
this letter Barclays PLC, through its subsidiary Barclays Bank PLC, no longer
has a notifiable interest in the capital of your Company.

According to our records your Company's Issued Share Capital is 791,674,183.  

From:  Geoff Smith (Assistant Secretary, Barclays)