Director Shareholding

DEALINGS BY THE TRUSTEES OF THE FIRSTGROUP EMPLOYEE BENEFIT TRUST ('EBT')

FirstGroup plc has today received notice that on 21st January 2004 the Trustees
of the EBT acquired 300,000 ordinary shares of 5 pence in FirstGroup plc at an
average price of 270.8568 pence per share.

FirstGroup plc shares held by the EBT are used to satisfy awards made to
participants in the Company's Performance Share Plan, Executive Share Option
Scheme and Executive Annual Bonus Plan.

The EBT subsequently, on 27th January 2004, transferred 39,616 shares to
participants on exercise of awards under the Performance Share Plan. The EBT
now holds 269,626 FirstGroup plc shares.

The executive directors of FirstGroup plc are potential beneficiaries of the
EBT and are deemed to be interested in those shares and the dealings thereof
for the purposes of Section 324 of the Companies Act 1985.

27th January 2004