RNS Number:1503K
Commerzbank AG/Ldn
17 April 2003

                                                                    FORM 8.1/8.3

      Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
    separate form for each class of securities in which dealings have been made.

Date of Disclosure
17 April 2003

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS

Date of dealing
16 April 2003

Dealing in (name of company)
P&O Princess Cruises plc

1. Class of securities (eg ordinary shares)
Ordinary shares

2.
Amount bought                      Amount sold                        Price per unit
 4,771                                                                462p




3. Resultant total of the same class owned or controlled (and percentage of
class)
17,203,412*                                           2.48%

4. Party making disclosure
Commerzbank AG



5. EITHER (a) Name of purchaser / vendor (Note 1)
Commerzbank AG

OR (b) if dealing for discretionary client(s), name of fund management
organisation




6. Reason for disclosure (Note 2)




(a) associate of

(i) offeror (Note 3)

NO

(ii) offeree company

NO

Specify which category or categories of associate (1-8 overleaf)




If category (8), explain




(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of the
class of relevant securities dealt in)

YES

Signed, for and on behalf of the party named in (4) above




(Also print name of signatory)
Wendy Langridge

Telephone and Extension number
020 7653 7245



* Commerzbank AG are party to a Total Return Swap (see below)

Note 1.

Specify owner, not nominee or vehicle company. If relevant, also identify
controller of owner, eg where an owner normally acts on instructions of a
controller

Note 2.

Disclosure might be made for more than one reason; if so, state all reasons.

Note 3.

Specify which offeror if there is more than one.

Note 4.

When an arrangement exists with any offeror, with the offeree company or with an
associate of any offeror or of the offeree company in relation to relevant
securities, details of such arrangement must be disclosed, as required by Note 6
on Rule 8.

Note 5.

It may be necessary, particularly when disclosing derivative transactions, to
append a sheet to this disclosure form so that all relevant information can be
given.

Note 6.

In the case of an average price bargain, each underlying trade should be
disclosed.

For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. Email: monitoring@disclosure.org.uk

Notes

* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.

References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.

# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.

Form 8 Enclosure

Commerzbank AG is the beneficial owner of 17,209,214 P&O Princess Cruises plc
ordinary shares. 3,750,000 of these shares are held to hedge a Total Return Swap
for a client.

A Total Return Swap is a product where the client to whom the product is sold is
taking a long economic interest in the underlying share price such that the
client can realise a gain if the price of the underlying securities rises above
the reference price.

A purchaser of a Total Return Swap will realise a gain if the price of the
underlying security goes up. A seller of a Total Return Swap contract will
realise a gain if the price of the underlying security goes down.

There are no written or oral agreements between Commerzbank AG and any clients
concerning the voting rights in relation to the underlying shares used to hedge
the Total Return Swap.

The Total Return Swap is open-ended and there is no rollover into new contracts.



P&O Princess Cruises plc

Total Return Swap
                  Product Name                      Trade Date       Commerzbank        Volume        Price per share

                                                                       Buy/Sell
P&O Princess Cruises plc, Short Total Return     11 April 2003           Buy              3,750,000                 439p
Swap












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