AssociatedBrit.Foods - Directors' Shareholdings

RNS NO 6465V
ASSOCIATED BRITISH FOODS PLC

                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     ASSOCIATED BRITISH FOODS PLC

2)   NAME OF DIRECTOR

     ALL EXECUTIVE DIRECTORS

3)   Please state whether notification indicates that it is in
     respect of holding of the Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

     EXECUTIVE DIRECTORS

4)   Name of the registered holder(s) and, if more than
     one holder, the number of shares held by each of 
     them. (If notified)

     ROYAL BANK OF CANADA TRUST COMPANY (JERSEY) LIMITED

5)   Please state whether notification relates to a
     person(s) connected with the Director named in 2
     above and identify the connected person(s)

N/A

6)   Please state the nature of the transaction. For
     PEP transactions please indicate whether
     general/single co PEP and if discretionary/non
     discretionary

     ACQUISITION BY THE TRUSTEES OF THE ASSOCIATED BRITISH FOODS EMPLOYEES SHARE
     OWNERSHIP PLAN OF WHICH ALL DIRECTORS HAVE POTENTIAL

7)   Number of shares/amount of
     stock acquired

     100,000

8)   (0.0001%)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

     ORDINARY SHARES

12)  Price per share

     50,000 @ #5.49
     50,000 @ #5.4742

13)  Date of transaction

     9.12.97
     10.12.97     

14)  Date company informed

     10.12.97

15)  Total holding following this notification

     OF THE TRUST FOLLOWING THIS NOTIFICATION

     1,260,000

16)  Total percentage holding of issued class following 
     this notification      

     0.001%

      IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE COMPLETE 
                              THE FOLLOWING BOXES

17)  Date of grant

N/A

18)  Period during which or date on which exercisable

N/A

19)  Total amount paid (if any) for grant of the option

N/A

20)  Description of shares or debentures involved:
     class, number.

N/A

21)  Exercise price (if fixed at time of grant) or indication
     that price is to be fixed at time of exercise

N/A

22)  Total number of shares or debentures over which
     options held following this notification

N/A

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries





25)  Name and signature of authorised company official
     responsible for making this notification

     T H M SHAW

     Date of Notification..12 DECEMBER 1997..............


END





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