RNS Number:8788C
Bear Stearns Intl. Trading Ltd
13 September 2004

FORM 8.1/8.3





The following amendment has been made to RNS 8250C, released at 10:51 on 10 Sep
2004.

The total of the same class owned or controlled has been amended from 15,161,100
to 15,086,100.



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

                                           Date of disclosure, 13 September 2004

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


Date of dealing, 8 September 2004



Dealing in, Abbey National Plc



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


(2)   Amount bought        Amount sold     Price per unit

        55,000                              GBP 6.07
        68,574                              GBP 6.075
        151,426                             GBP 6.08
        10                                  GBP 6.085
        35,000                              GBP 6.09
        25,000                              GBP 6.0925
        10,000                              GBP 6.105



In addition, Bear Stearns International Trading Limited has undertaken certain
CFD and Swap transactions (See below).



(3)   Resultant total of the same class owned or controlled

        (and percentage of  class) 15,086,100 (1.021%)



(4)   Party making disclosure Bear Stearns International Trading Limited.





(5)   EITHER     (a) Name of purchaser/vendor (Note 1)  Bear Stearns
International Trading 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.....................




(Also print name of signatory) James Step



Telephone and extension number 020 7516 5310

                     ______________________________________







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.

Note 7. The resultant total percentage holding of the class of relevant security
is to be calculated by reference to the percentage held and in issue outside
treasury.

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. E-mail:monitoring@disclosure.org.uk



Bear Stearns International Trading Limited is the beneficial owner of 15,086,100
Abbey National Plc ordinary shares. 12,375,567 of these shares are held to hedge
Contract for Differences ("CFD") or Equity Swap positions for clients.

A long CFD 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
realize a gain if the price of the underlying securities rises above the
reference price.

An Equity Swap is a product where an agreement between two counterparties sees
one party receive the return on an asset from the other party and makes a
payment to the other party based on a fixed or floating rate of interest. The
return can be either the price return or the total return (I.E. Including
dividends).

The control of voting rights in relation to the underlying shares used to hedge
the stock are wholly owned by Bear Stearns International Trading Limited.

The CFD contracts are open-ended and there is no rollover into new contracts.



Open Contracts For Difference/Equity Swaps


Product Name      Type      Date Executed  Maturity Date  BSIT Buy/Sell  Underlying Number of Reference Price    CCY
                                                                                Shares
    Abbey         Long        31/8/2004      20/6/2005         BUY            9,367,288            5.98          GBP
National Plc
    Abbey         Long        31/8/2004      20/6/2005         BUY            1,328,613            5.98          GBP
National Plc
    Abbey      Close long      1/9/2004      20/6/2005         SELL            -20,000             6.075         GBP
National Plc
    Abbey      Close long      1/9/2004      20/6/2005         SELL            -20,000             6.08          GBP
National Plc
    Abbey       Open long      1/9/2004      20/6/2005         BUY             185,000            6.0491         GBP
National Plc
    Abbey       Open Long      1/9/2004      20/6/2005         BUY              62,500            6.0092         GBP
National Plc
    Abbey      Close Long      1/9/2004      20/6/2005         SELL            -12,334             6.033         GBP
National Plc
    Abbey       Open long      1/9/2004      20/6/2005         BUY              56,000             6.02          GBP
National Plc
    Abbey       Open long      1/9/2004      20/6/2005         BUY             148,000             6.039         GBP
National Plc
    Abbey       Open long      1/9/2004      20/6/2005         BUY              36,600             6.02          GBP
National Plc
    Abbey      Close Long      2/9/2004      20/6/2005         SELL            -50,000             6.05          GBP
National Plc
    Abbey       Open long      2/9/2004      20/6/2005         BUY              13,700             6.05          GBP
National Plc
    Abbey      Close Long      2/9/2004      20/6/2005         SELL            -21,000            6.0425         GBP
National Plc
    Abbey      Close Long      2/9/2004      20/6/2005         SELL            -20,000             6.075         GBP
National Plc
    Abbey       Open long      2/9/2004      20/6/2005         BUY              20,900             6.05          GBP
National Plc
    Abbey       Open long      3/9/2004      20/6/2005         BUY             150,000             6.05          GBP
National Plc
    Abbey      Close Long      6/9/2004      20/6/2005         SELL            -40,000            6.0859         GBP
National Plc
    Abbey       Open long      6/9/2004      20/6/2005         BUY              40,000            6.0859         GBP
National Plc
    Abbey       Open long      7/9/2004      20/6/2005         BUY             181,700            6.1188         GBP
National Plc
    Abbey      Close Long      7/9/2004      20/6/2005         SELL             -5,800            6.1133         GBP
National Plc
    Abbey      Close Long      7/9/2004      20/6/2005         SELL             -9,000            6.1119         GBP
National Plc
    Abbey       Open long      7/9/2004      20/6/2005         BUY             118,800            6.1188         GBP
National Plc
    Abbey       Open long      7/9/2004      20/6/2005         BUY             405,400            6.1219         GBP
National Plc
    Abbey       Open long      7/9/2004      20/6/2005         BUY             265,000            6.1219         GBP
National Plc
    Abbey       Open long      8/9/2004      20/6/2005         BUY              96,400            6.0802         GBP
National Plc
    Abbey       Open long      8/9/2004      20/6/2005         BUY              63,100            6.0802         GBP
National Plc
    Abbey       Open long      8/9/2004      20/6/2005         BUY              21,000            6.0833         GBP
National Plc
    Abbey       Open long      8/9/2004      20/6/2005         BUY              13,700            6.08331        GBP
National Plc
                                                                              12,375,567




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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