Attention: President
           The Stock Exchange of Thailand

Asian Property Development Public Company Limited ("the Company") would
like to inform the adjustment of exercise price and exercise ratio of
AP-W1, which becomes effective on February 1, 2006 as following:

AP-W1                                    Existing           New
Exercise price (Baht/share)                1.000           0.998
Exercise ratio (per 1 unit of warrant)     1.00000         1.00165

The reason to the adjustment to AP-W1 is that the Annual General Meeting
of Shareholders for the Year 2005 of Asian Property Development Public
Company Limited, held on April 28, 2005 had resolved to issue and offer
34,000,000 units of warrants to purchase ordinary shares of the Company
to employees of the Company and its Subsidiaries (ESOP) No. 1
("ESOP-W1") with the exercise price of Baht 3.60 per share and resolved
to increase the Company's registered capital of 34,000,000 ordinary
shares reserved for such Warrants, in which  the Company has issued
ESOP-W1 on February 1, 2006.
The exercise price of ESOP-W1 at Baht 1 per share is below 90 percent of
the "market price of the Company's ordinary shares" (the "market price
of the Company's ordinary shares" is derived from the weighted average
trading share prices of the Company's ordinary shares on the Stock
Exchange of Thailand for 5 consecutive days prior to the allotment date
of ESOP-W1, which equals to Baht 4.03 per share).
The Company has considered the adjustment of exercise price at Baht
1.000 per share and exercise ratio at 1.00000 ordinary share: 1 unit of
warrant (before adjustment) of the Company's warrant certificates No.1
to the existing shareholders by the following adjustment formula as
specified in Adjustment Conditions section clause (D) in part 3 of the
offering prospectus effective on March 11, 2002 as follows:

1.Conditions and formulas for adjustment of exercise price and exercise
  ratio
  Under the adjustment condition section clause (D) in part 3, exercise
price and exercise ratio of warrants shall be changed when the Company
offers and sells any new issued securities to the existing shareholders
and/or general public and those securities give rights to the holders to
exercise/convert to ordinary shares or rights to purchase ordinary
shares (such as convertible debenture, or warrants or any other
convertible debts) in which the average exercise price of the ordinary
share is lower than 90 percent of market price of the Company's ordinary
shares.
An adjustment to the exercise price and the exercise ratio shall take
effect immediately from the first day on which shareholders are not
entitled to subscribe for such convertible/exchangeable securities
(first date of XR sign) in case of the rights issue and/or the first
date on which such convertible/exchangeable securities are offered to
the general public, as the case may be.
An average price per new ordinary share shall be calculated by dividing
the total proceeds received from the issue of such
convertible/exchangeable securities less related expenses (if any) plus
total proceeds that may be received from the exercise of rights under
such securities to acquire ordinary shares and divided by the total
number of reserved shares.
The exercise price will be adjusted according to the following formula:

Price 1 = Price 0 x [(A3 x MP] + B3X]
          ___________________________
                 [MP (A3 + B3)]

The exercise ratio will be adjusted according to the following formula:

Ratio 1  =     Ratio 0 x [MP (A3 + B3)]
               ________________________
                   [(A3 x MP] + B3X]

Whereas;

Price 1  means  the new exercise price after adjustment
Price 0  means  the existing exercise price before adjustment
Ratio 1  means  the new exercise ratio after adjustment
Ratio 0  means  the existing exercise ratio before adjustment
MP       means  the "market price of the Company's ordinary shares"

A3 means the number of fully paid-up ordinary shares on the day prior to
the closing date of a register book to determine the shareholders'
entitlement to subscribe for new convertible/exchangeable securities or
the first day of the public offering period
B3 means  the number of new issued ordinary shares reserved for the
conversion/exchangeable/exercise of securities to be offered to the
existing shareholders and the general public (as the case may be)
B3X  means  the proceeds received from the offering less any other
expenses for the sale of new convertible/exchangeable/exercise of
securities to be offered to the existing shareholders and/or the general
public including the proceeds received from the exercise of rights under
such securities to acquire ordinary shares

2.The calculation of exercise price and exercise ratio
The exercise price and exercise ratio of AP-W1 after the issue of
Warrants to the employees of the Company and its Subsidiaries (ESOP-W1)
will be as follows:

The new exercise price = 1.000 x [(2,271,902,620 x 4.03) + 121,690,200]
                         _____________________________________________
                              [4.03 x (2,271,902,620 + 34,000,000)]
                       =  Baht 0.998 per share

The new exercise ratio =1.00000 x [4.03 x (2,271,902,620 + 34,000,000)]
                        ______________________________________________
                            [(2,271,902,620 x 4.03) + 121,690,200]
                       = 1.00165 ordinary shares per unit

3.The effective date of the adjusted exercise price and exercise ratio
The adjusted exercise price and exercise ratio of AP-W1 shall become
effective on February 1, 2006.

Please be informed accordingly.

Yours sincerely,