Director Shareholding

API Group PLC
5 December 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

API GROUP PLC

2)  Name of director

DAVID WALTON

3)  Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest

SEE BOX 2

4)  Name of the registered holder(s) and, if more than one holder, the number
of shares held by each of them (if notified)

SEE BOX 2

5)  Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)

SEE BOX 2

6)  Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

SHARE PURCHASE

7)  Number of shares/amount of stock acquired

10,000

8)  Percentage of issued class

0.03%

9)  Number of shares/amount of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

ORDINARY 25 PENCE SHARES

12) Price per share

69 PENCE

13) Date of transaction

05 DECEMBER 2001

14) Date company informed

05 DECEMBER 2001

15) Total holding following this notification

10,000

16) Total percentage holding of issued class following this notification

0.03%

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 exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise



22) Total number of shares or debentures over which options held following
this notification



23) Any additional information

N/A

24) Name of contact and telephone number for queries

ED RICHARDS

01625 858700

25) Name and signature of authorised company official responsible for making
this notification



ED RICHARDS - COMPANY SECRETARY

Date of Notification...05 DECEMBER 2001...