Director Shareholding

SCHEDULE 11                                  

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

All relevant boxes should be completed in block capital letters.

1. Name of company           2. Name of director 
                                                 
   CALEDONIA INVESTMENTS PLC    MR J H CARTWRIGHT
                                                 

3. Please state whether notification indicates   4. Name of the registered     
   that it is in respect of holding of the          holder(s) and, if more than
   shareholder named in 2 above or in respect of    one holder, the number of  
   a non-beneficial interest or in the case of      shares held by each of them
   an individual holder if it is a holding of       (if notified)              
   that person's spouse or children under the                                  
   age of 18 or in respect of a non-beneficial                                 
   interest                                                                    
                                                                               
   BENEFICIAL INTEREST OF DIRECTOR NAMED IN 2       MR J H CARTWRIGHT          
   ABOVE                                                                       
                                                                               

5. Please state whether notification   6. Please state the nature of the       
   relates to a person(s) connected       transaction. For PEP transactions    
   with the director named in 2 above     please indicate whether general/     
   and identify the connected person      single co PEP and if discretionary/  
   (s)                                    non discretionary                    
                                                                               
   NOT APPLICABLE                         EXERCISE OF SHARE OPTIONS            
                                                                               

7. Number of shares/    8. Percentage   9. Number of shares/    10. Percentage  
   amount of stock         of issued       amount of stock          of issued   
   acquired                class           disposed                 class       
                                                                                
   6,000                   0.01%                                                
                                                                                

11. Class of       12. Price per    13. Date of          14. Date company      
    security           share            transaction          informed          
                                                                               
    ORDINARY 5P        495P             28 JULY 2003         28 JULY 2003      
                                                                               

15. Total holding following    16. Total percentage holding of issued class    
    this notification              following this notification                 
                                                                               
    12,810 - BENEFICIAL;           BENEFICIAL - 0.02%                          
    116,000 - OPTIONS                                                          
                                                                               


If a director  has been granted options by the company please complete the
following boxes.

17. Date of grant 18. Period during which or date on which options exercisable
                                                                              

19. Total amount paid (if any) for   20. Description of shares or debentures   
    grant of the option                  involved: class, number               
                                                                               

21. Exercise price (if fixed at time of   22. Total number of shares or        
    grant) or indication that price is to     debentures over which options    
    be fixed at time of exercise              held following this notification 
                                                                               

23. Any additional information                 24. Name of contact and         
                                                   telephone number for queries
                                                                               
    OPTIONS EXERCISED IMMEDIATELY PRIOR TO         MRS E J OSBORN              
    THEIR LAPSE DATE OF 29 JULY 2003                                           
                                                   0207 802 8080               
                                                                               

25. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    MRS E J OSBORN, ASSISTANT COMPANY SECRETARY                                
                                                                               
    Date of notification _28 JULY 2003____________________