Reorganstn.of Cap.Circ Posted

Pantheon Intl Participations PLC
31 March 2000


PANTHEON INTERNATIONAL PARTICIPATIONS PLC
Proposed Reorganisation of Capital
Issue of 6,224,471 Participating Loan Notes and Return of
Surplus Cash

The Board announces today that it has posted a circular
to Shareholders and Warrantholders explaining in more
detail the terms of the Reorganisation of Capital, Issue
of Participating Loan Notes ('PLNs') and return of
Surplus Cash that it announced on 17 December 1999.

The Board also announces that as at 29 February 2000 the
net asset value for each Ordinary Share was 512.96p after
making provision for the expected costs of implementing
the proposals, an increase of 12.9% in the two months
since 31 December 1999 and of 26.5% since 30 June 1999.
The Company will not be announcing a net asset value as
at 31 March, 2000 and the next net asset value to be
announced will be as at 30 June 2000.

In summary, the proposed reorganisation comprises:

1.  altering the Company's capital structure by making a
    bonus issue of 6,224,471 PLNs at an issue price of
    512.96p each to Shareholders pro rata to their
    holding of shares following the return of cash;
    
2.  returning to shareholders £50 million cash currently
    not required by the Company by cancelling 2946 out of
    every 10,000 Ordinary Shares at 500p per share
    representing a discount to the net asset value of
    512.96p on 29 February 2000 of 2.5 per cent.; and
    
3.  commitments from Shareholders and other institutional
    investors to subscribe for approximately £30 million
    additional PLNs in future as and when required in
    order to fund future investments.

Consistent with the proposed reorganisation of capital,
it is also proposed that the terms of the Company's
Warrants be amended so that, in future, a holder of 100
Warrants will have the right to subscribe for 74 Shares
and 26 PLNs.

The Board is confident that the Proposals will enable the
Company to manage better the cash component of its assets
in the future and thus enhance investment performance
over time.  The Board considers that the possibility of
having PLNs redeemed at close to NAV will mean that the
PLNs will trade at a narrower discount to NAV than the
Shares, thus narrowing the aggregate discount to NAV of
the overall holdings of current Shareholders and
Warrantholders.

Following completion of the proposals and the
cancellation of Ordinary Shares at a discount to net
asset value, it is expected that the net asset value of
the Ordinary Shares and the PLNs will increase by
approximately 4p giving a net asset value following
completion of approximately 517p.

The proposals are conditional upon approval of
Shareholders at an Extraordinary General Meeting to be
held on 25 April 2000, approval of Warrantholders at a
Warrantholders meeting to be held on 18 April 2000 and
the approval of the Court.

The expected timetable for completion of the proposals is
as follows:

Latest time for receipt of Forms of   11.00 am 16 April 2000
Proxy for Warrantholder Meeting

Warrantholder Meeting                 11.00 am 18 April 2000
                                      
Latest time for receipt of Form of    11.00 am 23 April 2000
Proxy for Extraordinary General
Meeting

Extraordinary General Meeting         11.00 am 25 April 2000

Record Date for making the Elections  12 May 2000
for cash                      
        
Latest time for receipt of Forms of   3.00 pm 12 May 2000
Election                              

Court hearing of petition to confirm  17 May 2000
cancellation of share premium         
account and reduction of capital      

Effective Date                        8.00 am 18 May 2000
Share and Plan Registers open

Crediting of CREST stock accounts in  23 May 2000
respect of entitlements under the
Proposals

Commencements of dealings in PLNs     23 May 2000
and Shares                            

Despatch of definitive certificates   30 May 2000
for PLNs and cheques in respect of
return of cash


Further enquiries to:

Lionel Stopford Sackville,       Tel: [phone]
Chairman
Pantheon International
Participations PLC

Richard Bowley,                  Tel: [phone]
Chief Executive Officer
Pantheon Ventures Limited

Rolly Crawford/Paul Richards     Tel: [phone]
Collins Stewart Limited

Robin Hepburn/Liz Ware           Tel: [phone]
Ludgate Communications


PIP

* Pantheon International Participations ('PIP') is a £189
  million  investment trust, managed by Pantheon Ventures
  Ltd.,   which  uses  an  international  fund  of  funds
  approach to private equity investment.

* 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
  £2.5 billion, invested in over 450 private equity funds
  in over 30 countries.