RNS Number:1526K
Cater Allen International Limited
17 April 2003


                                  Date of Disclosure     17TH 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     16TH APRIL 2003

Dealing in   P AND O PRINCESS CRUISES PLC                   (name of company)

1)  Class of securities (eg ordinary shares)   ORDINARY SHARES

2)  Amount bought                Amount sold             Price per unit

    200,000                                                   466P

3)  Resultant total of the same class owned or controlled 
    (and percentage of class)  26,835,434*             (3.89%)


4) Party making disclosure   CATER ALLEN INTERNATIONAL LIMITED


5)  EITHER (a) Name of purchaser/vendor (Note 1) 
                            CATER ALLEN INTERNATIONAL LIMITED   
    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  N/A  

(Also print name of signatory)     PHILIP HINDLEY

Telephone and extension number     020 7756 6169

* IN ADDITION, CATER ALLEN INTERNATIONAL IS PARTY TO CERTAIN TOTAL RETURN
SWAPS AS DESCRIBED 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 which 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
         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, Tel No: 020 7382 9026

Form 8 Enclosure 

Cater Allen International is the beneficial owner of 26,835,434 ordinary shares 
of P&O Princess Cruises plc, some of which are held to hedge Total Return Swaps 
(TRS') positions for clients.
 
A Total Return Swap is a product used by clients to finance long positions. The 
client will sell their position to CAIL for which they will receive the current 
market price. The Client will then receive money if the price of the
share sold increases above the sale price or pay money if it falls. In addition 
the client will pay an agreed rate of interest on the money received. The 
product can also be used to finance short positions. CAIL will follow its normal
policy in respect of such products, which is to vote the shares in accordance 
with the instructions of the counterparty for whom we are financing the 
positions. 

The following Total Return Swaps were executed; 
                                                                                                                     
     Date Executed   Underlying number of shares     Reference     CAIL Buy or Sell              Maturity      Product
                                                        Price         Performance                                Type
     
        11-Apr-03                     1,113,482         440p           Sell                      06/05/03        TRS
        10-Apr-03                     9,000,000         444p           Sell                      07/08/03        TRS
        10-Apr-03                       870,000         471p           Sell                      01/05/03        TRS 
        09-Apr-03                     1,800,000         471p           Sell                      01/05/03        TRS    
        09-Apr-03                     1,000,000         444p           Buy                       09/05/03        TRS    
        09-Apr-03                     1,000,000         444p           Buy                       09/05/03        TRS
        09-Apr-03                     1,000,000         444p           Buy                       09/05/03        TRS
        09-Apr-03                     2,000,000         444p           Buy                       09/05/03        TRS
        08-Apr-03                     3,400,000         471p           Sell                      01/05/03        TRS
        08-Apr-03                     1,000,000         473p           Buy                       24/04/03        TRS    
        08-Apr-03                     1,000,000         473p           Buy                       24/04/03        TRS
        08-Apr-03                     1,000,000         473p           Buy                       24/04/03        TRS
        08-Apr-03                     1,000,000         473p           Buy                       24/04/03        TRS
        08-Apr-03                     1,000,000         473p           Buy                       24/04/03        TRS
        26-Mar-03                     3,730,000         $672           Buy                       28-Mar-03       TRS
        24-Mar-03                       346,384         432p           Buy                       29-Mar-04       TRS
        12-Mar-03                       400,000         $554           Sell                      17-Mar-03       TRS
        05-Mar-03                       400,000         364p           Buy                       10-Mar-04       TRS
        05-Mar-03                        38,131         362p           Sell                      10-Mar-03       TRS
        27-Feb-03                       159,033         388p           Buy                      24-Sept-03       TRS
        26-Feb-03                     4,130,000         387.75         Sell                      3-Sept-03       TRS
        07-Feb-03                     2,000,000         389.85         Sell                       9-May-03       TRS
        05 Feb 03                     1,000,000         391p           Sell                       9-May-03       TRS
        03 Feb 03                     1,000,000         401.25p        Sell                       9-May-03       TRS
        03 Feb 03                     1,000,000         401.1188p      Sell                       9-May-03       TRS
        30-Jan-03                       245,689         403p           Buy                        4-Jul-03       TRS
        28-Jan-03                     1,000,000         387.43125      Sell                      24-Apr-03       TRS
        28-Jan-03                     1,000,000         405.3p         Sell                      24-Apr-03       TRS
        27-Jan-03                     1,000,000         408.7438       Sell                      24-Apr-03       TRS
        24-Jan-03                     1,000,000         414.5p         Sell                      24-Apr-03       TRS
        23-Jan-03                     1,000,000         421.6875p      Sell                      24-Apr-03       TRS
         5-Dec-02                     3,000,000         504p           Sell                       5-Jun-03       TRS
         23 Dec02                       362,376         439p           Buy                        5-Jun-03       TRS
         5-Mar 02                       2836500         409            Sell                      10-Mar-03       TRS
       11 Sept 02                       900,000         433.5          Sell                       7 Aug 03       TRS
         9 Oct 02                     2,040,000         426.5          Sell                      14-Mar 03       TRS
         9 Jul 02                        38,131         402.5          Buy                       10-Mar-02       TRS
            TOTAL                    24,246,500         



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

(Also print name of signatory) ...Philip Hindley

Telephone and extension number ...020 7756 6169 




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