Result of AGM

Associated British Foods PLC
15 December 2000
                                                                       
                      ASSOCIATED BRITISH FOODS PLC
                                                                        
                ANNUAL GENERAL MEETING - 15 DECEMBER 2000
                                    
At the Annual General Meeting of the company duly convened and held at
the Park Lane Hotel, Piccadilly, London W1 on Friday, 15 December  2000,
the following Resolutions were passed:

RESOLUTION 5
(ORDINARY RESOLUTION)

That  the  Associated British Foods Executive Share  Option  Scheme  (the
'Option  Scheme') comprising Part A (an approved part which is to receive
approval  by  the  Inland Revenue under Schedule  9  to  the  Income  and
Corporation Taxes Act 1988) and Part B (an unapproved part) and any trust
arrangements  to  be  used  in connection with  the  Option  Scheme,  the
principal terms of which are summarised in the circular which accompanies
this  notice  which  have  been produced to the  meeting  at  which  this
resolution is proposed and for the purposes of identification  have  been
signed  by the Chairman hereof, be hereby approved; and the directors  be
hereby  authorised to make such minor modifications or amendments to  the
rules of the Option Scheme as they may consider necessary or desirable to
obtain approval of Part A by the Inland Revenue.

RESOLUTION 6
(ORDINARY RESOLUTION)

That the directors be and they are hereby generally and unconditionally
authorised in accordance with section 80 of the Companies Act 1985 ('the
Act') to exercise all the powers of the company to allot relevant
securities (within the meaning of section 80 of the Act) up to a maximum
of 263 million ordinary shares of 5-15/22p each during the period from the
date of the passing of this resolution up to and including
14  December 2005 on which date such authority will expire, provided that
the company may before such expiry make an offer or agreement which would
or might require relevant securities to be allotted after such expiry and
the directors may allot relevant securities pursuant to any such offer or
agreement as if the authority conferred hereby had not expired.

RESOLUTION 7
(SPECIAL RESOLUTION)

That, subject to the passing of the preceding resolution number  6, the
directors be and they are hereby empowered, pursuant to section 95 of the
Companies  Act 1985 ('the Act'), to allot equity securities  (within  the
meaning  of section 94(2) of the Act) for cash pursuant to the  authority
conferred by resolution number 6 as if section 89(1) of the Act  did  not
apply  to  any such allotment, provided that this power shall be  limited
to:

 (a) the allotment of equity securities in connection with  a  rights
     issue, open offer or other offer of securities in favour of the holders
     of ordinary shares on the register of members at such record date(s) as
     the directors may determine where the equity securities respectively
     attributable  to  the  interests of the  ordinary  shareholders  are
     proportionate (as nearly as can be) to the respective numbers of ordinary
     shares held by them on any such record date(s), but subject to  such
     exclusions or other arrangements as the directors may deem necessary or
     expedient to deal with legal or practical problems in respect of overseas
     shareholders, fractional entitlements or otherwise.
  
 (b) the allotment (otherwise than pursuant to sub-paragraph (a) above)
     to any person or persons of equity securities up to an aggregate of 39
     million ordinary shares of 515/22p each, and shall expire on the date of
     the next annual general meeting of the company after the passing of this
     resolution or 31 December 2001, whichever is sooner, save  that  the
     company may, before such expiry, make an offer or agreement which would
     or might require equity securities to be allotted after such expiry and
     the directors may allot equity securities in pursuance or such offer or
     agreement as if the power conferred had not expired.