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)
Completion of agreement in relation to
(1) the sale of shares in SMART Communications, Inc. ("SMART") to 
Philippine Long Distance Telephone Company ("PLDT") and
(2) subscription for new common shares of PLDT by NTT Communications 
Capital (UK) Limited

Further to the Stock Purchase Agreement it entered into on 28th 
September, 1999 and its announcement on the same day, the board of 
directors of First Pacific now announces that completion of the Stock 
Purchase Agreement took place on 24th March, 2000.

Under the Stock Purchase Agreement, PLDT acquired all the issued and 
outstanding shares of SMART held by the First Pacific Group and NTT 
Communications.

The aggregate consideration for the sale of such shares of SMART, which 
constituted the entire issued share capital of SMART, of Pesos 37.9 
billion (HK$7.2 billion) was satisfied by the issue and allotment of 
35.1 million new common shares of PLDT.  In addition, NTT 
Communications Capital (UK) Limited, a wholly-owned subsidiary of NTT 
Communications, subscribed for 12.2 million additional new common 
shares of PLDT for an aggregate amount of Pesos 14.7 billion (HK$2.8 
billion).

On completion of this transaction, the First Pacific Group holds an 
attributable 23.1 per cent economic interest and a 31.7 per cent voting 
interest in PLDT, NTT Communications holds a 15.0 per cent economic 
and voting interest in PLDT, and SMART becomes a wholly-owned subsidiary 
of PLDT.

Introduction
First Pacific refers to its announcement dated 28th September, 1999 
regarding the entering into of the Stock Purchase Agreement on that 
date.

As previously announced, it was agreed under the Stock Purchase 
Agreement that PLDT would acquire all the issued and outstanding shares 
of SMART held by the First Pacific Group and NTT Communications.  The 
First Pacific Group also agreed under the Stock Purchase Agreement to 
use its reasonable efforts to procure the sale by the remaining 
shareholders of SMART of their shares in SMART to PLDT.

The aggregate consideration for the sale of such shares of SMART, which 
constituted the entire issued share capital of SMART, of Pesos 37.9 
billion (HK$7.2 billion) was satisfied by the issue and allotment of 
35.1 million new common shares of PLDT.  In addition, NTT 
Communications Capital (UK) Limited, a wholly-owned subsidiary of NTT 
Communications, subscribed for 12.2 million additional new common 
shares of PLDT for an aggregate amount of Pesos 14.7 billion (HK$2.8 
billion).

Completion
First Pacific confirms that completion of the Stock Purchase Agreement 
took place on 24th March, 2000.

On completion, First Pacific, together with certain of its subsidiaries 
and Philippine affiliates which hold, directly or indirectly, common 
shares of PLDT, NTT Communications Capital (UK) Limited and NTT 
Communications (the "Party Shareholders") entered into a Shareholders' 
Agreement.  Pursuant to the Shareholders' Agreement, NTT 
Communications will nominate two directors to the expanded 13-member 
board of PLDT .  Save as aforesaid, the PLDT board of directors will 
remain the same and Manuel V. Pangilinan will remain as President and 
Chief Executive Officer of PLDT.

PLDT also entered into a series of commercial agreements on completion 
under which (i) NTT Communications and PLDT will enter into arrangements 
in relation to international telecommunications traffic, (ii) NTT 
Communications will provide certain transport capacity and services 
to PLDT in relation to the Internet, (iii) PLDT will be appointed as 
a service provider in respect of NTT's "Arcstar" range of managed data 
services provided through a subsidiary of Nippon Telegraph and 
Telephone Corporation ("NTT"), and (iv) NTT Communications will provide 
certain technical advisors to PLDT.

All governmental and regulatory approvals required for completion of 
the Stock Purchase Agreement have been obtained, including approvals 
by the Philippine National Telecommunications Commission and the 
Philippine Securities and Exchange Commission.  It is expected that 
the approval of the Philippine Stock Exchange to the listing of the 
common shares issued by PLDT pursuant to the Stock Purchase Agreement 
will be forthcoming shortly.

On completion of this transaction, the First Pacific Group holds an 
attributable 23.1 per cent economic interest and a 31.7 per cent voting 
interest in PLDT, NTT Communications holds a 15.0 per cent economic 
and voting interest in PLDT, and SMART becomes a wholly-owned subsidiary 
of PLDT.

Definitions

"First Pacific" First Pacific Company Limited, a company 
incorporated in Bermuda and listed on The Stock Exchange of Hong Kong 
Limited;

"First Pacific Group"   First Pacific and certain of its Philippine 
affiliates, including Metro Pacific;

"HK$"   Hong Kong dollars, the lawful currency of the Hong Kong Special 
Administrative Region of the People's Republic of China;

"Metro Pacific" Metro Pacific Corporation, a Philippine company 
listed on the Philippine Stock Exchange, in which the First Pacific 
Group has an aggregate direct and indirect attributable economic 
interest of 80.6 per cent;

"NTT"   Nippon Telegraph and Telephone Corporation, a publicly listed 
company in Japan;

"NTT Communications"    NTT Communications Corporation, a wholly owned 
subsidiary of NTT;

"Party Shareholders"    NTT Communications, NTT Communications Capital 
(UK) Limited and members of the First Pacific Group and certain 
affiliated entities that hold common shares of PLDT;

"Pesos" Philippine Pesos, the lawful currency of the Republic of the 
Philippines;

"PLDT"  Philippine Long Distance Telephone Company, a Philippine 
company whose shares of common stock and shares of preferred stock are 
listed and traded on the Philippine Stock Exchange and whose common 
stock as represented by American Depositary Shares are listed and traded 
on the New York Stock Exchange and the Pacific Exchange, San Francisco, 
California;

"SMART" SMART Communications, Inc.;

"Stock Purchase Agreement"      the Stock Purchase and Strategic 
Investment Agreement dated 28th September, 1999 entered into by (i) 
members of the First Pacific Group including Metro Pacific, (ii) NTT 
Communications and (iii) PLDT; and

"US$"   United States dollars, the lawful currency of the United States 
of America.

Translation of amounts into HK$ have been made on an approximate basis 
at the rates prevailing for the relevant period in question or otherwise 
at US$1 = Pesos 40.7 = HK$7.77.

By Order of the Board
Ronald A. Brown
Executive Director and Company Secretary

Hong Kong, 24th March, 2000