FIRST PACIFIC<0142> - Announcement

The Stock Exchange of Hong Kong Limited takes no responsibility for the 
contents of this announcement, makes no representation as to its accuracy 
or completeness and expressly disclaims any liability whatsoever for any 
loss howsoever arising from or in reliance upon the whole or any part of 
the contents of this announcement.

FIRST PACIFIC COMPANY LIMITED
(Incorporated in Bermuda with limited liability)

Announcement

Agreement in principle in relation to (1) the sale of shares in SMART 
Communications, Inc. ("SMART") to Philippine Long Distance Telephone 
Company ("PLDT") and (2) acquisition of common shares of PLDT by Nippon 
Telegraph and Telephone Corporation ("NTT").

The board of directors of First Pacific Company Limited ("FPC") announces 
that it has entered into a non-binding memorandum of understanding with 
NTT and PLDT on 4th June, 1999  (the "MOU") under which it has been agreed 
in principle and subject to documentation that (1) PLDT will acquire the 
entire issued share capital of SMART from its existing shareholders, 
including FPC, its subsidiaries and Philippine affiliates (together the 
"FPC Group"), NTT and certain minority shareholders (the "Minority 
Shareholders") for an aggregate consideration of P37.9 billion (HK$7.7 
billion) to be satisfied by the issue and allotment of 35.1 million common 
shares of PLDT.  In addition, NTT (or a member of the NTT group) will 
subscribe an aggregate amount of approximately P14.7 billion (HK$3.0 
billion) for 12.2 million new common shares of PLDT.  On completion of 
this transaction, FPC Group will hold an attributable 23.0 per cent. 
economic interest in PLDT and NTT will hold a 15.0 per cent. interest in 
PLDT.

Principal Terms

The board of directors of FPC announces that it has today entered into a 
non-binding memorandum of understanding under which, subject to formal 
documentation, FPC , NTT and PLDT have agreed in principle:

1.      (a)     FPC Group will sell its 56.3 per cent. interest in SMART 
and will use all reasonable efforts to procure the sale of a 6.5 per cent. 
interest held by the Minority Shareholders to PLDT for an aggregate 
consideration of P23.8 billion (HK$4.9 billion) of which P21.3 billion 
(HK$4.3 billion) is attributable to the FPC Group.  The total purchase 
price will be satisfied by the issue and allotment, credited as fully 
paid, of 22.0 million common shares in PLDT at a price of P1,080 (HK$220) 
per common share of which 19.7 million common shares will be attributable 
to the FPC Group and the balance will be attributable to the Minority 
Shareholders.  The issue price of P1,080 per share represents a 2.4 per 
cent. premium over PLDT's closing share price of P1,055 on the Philippine 
Stock Exchange on 4th June, 1999 (the "Closing Share Price");

        (b)     NTT will sell its 37.2 per cent. interest in SMART to PLDT 
for a consideration of P14.1 billion (HK$2.9 billion). The purchase price 
will be satisfied by the issue and allotment, credited as fully paid, of 
13.1 million common shares at a price of P1,080 (HK$220) per common share.

        These transactions value Smart at P37.9 billion (HK$7.7 billion).

2.      NTT will subscribe P14.7 billion (HK$3.0 billion) for 12.2 million 
additional common shares of PLDT at a price of P1,202 (HK$245) per share, 
representing a 13.9 per cent. premium over the Closing Share Price.  
Following these transactions and taking into account the FPC Group's 
existing 17.2 per cent. attributable economic interest in PLDT, FPC Group 
will hold an attributable economic interest in the enlarged common share 
capital of PLDT of 23.0 per cent. (and members of the FPC Group will have 
the ability to exercise voting rights representing 31.4 per cent. of the 
enlarged common share capital of PLDT) and NTT will hold an interest in 
the enlarged common share capital of PLDT of 15.0 per cent. 

        As a result of the acquisition of SMART and NTT's further 
subscription, PLDT will issue in aggregate 47.3 million new common shares, 
representing 28.1 per cent. of PLDT's enlarged issued share capital.

3.      NTT will, upon completion of the above transactions, appoint two 
directors to an enlarged board of directors of PLDT.  It is anticipated 
that NTT, together with the FPC Group, will have significant involvement 
in the day to day operations of PLDT, principally through their 
representation on PLDT's enlarged 13-member board of directors.  Further, 
the parties to the MOU will negotiate the terms of certain agreements 
concerning the conduct of PLDT's business, to govern commercial 
arrangements in relation to co-operation between NTT and PLDT with respect 
to international telecom traffic, managed data service and Internet 
traffic and services and provision of certain advisory services by NTT to 
PLDT.
Rationale

These transactions represent an opportunity to fulfill FPC Group's stated 
objective of consolidating its complementary telecommunications businesses 
in the Philippines, creating an integrated service provider offering a 
wide range of services and price structures to an increasingly demanding 
and competitive market.  FPC believes that PLDT will be able to achieve 
substantial cost and capital expenditure savings and revenue enhancements 
by combining its operations with those of SMART.  This will benefit 
customers through improved and more efficient services, while shareholders 
will benefit through increased profitability.

Further, the introduction of NTT, which is the principal 
telecommunications services provider in Japan, as a strategic partner 
provides PLDT with access to world class standards of technology, products 
and services, potential for additional international traffic through the 
PLDT network and enhanced relationships with customers and suppliers.

Conditions

Implementation of the transactions set out above will be subject to 
agreement of formal documentation and satisfaction of customary and other 
appropriate conditions precedent, including certain shareholder and 
regulatory approvals.  There is no assurance that these transactions will 
be completed and shareholders and investors are advised to deal in the 
securities of FPC with caution.

Stock Exchange Rules

On completion of legally binding documents it is anticipated that these 
transactions will constitute notifiable and connected transactions for FPC 
and accordingly will proceed only in full compliance with The Rules 
Governing the Listing of Securities on The Stock Exchange of Hong Kong 
Limited, including requirements for shareholders' consents.  These 
transactions constitute connected transactions for FPC as NTT is a 
substantial shareholder of SMART, which is a subsidiary of FPC.  This 
announcement is made in compliance with Paragraph 2 of the Listing 
Agreement entered into between FPC and The Stock Exchange of Hong Kong 
Limited and reflects the terms of a press release issued in Manila by PLDT 
on 4th June, 1999.  

Further Announcement

It is expected that the transactions set out above will be implemented by 
the end of 1999.  Further announcements will be made as soon as 
practicable.

        By Order of the Board
        Ronald A. Brown
        Company Secretary

Hong Kong, 4th June, 1999