Director Shareholding

Arc International PLC
31 December 2001


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    ARC INTERNATIONAL PLC

2)  NAME OF DIRECTOR

    MICHAEL RAYMOND GULLET

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 an non-beneficial interest

    MICHAEL RAYMOND GULLET

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

    MICHAEL RAYMOND GULLET

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



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

    GRANT OF 10,000,000 EXECUTIVE SHARE OPTIONS

7)  Number of shares/amount of
    stock acquired



8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security

    ORD SHARES 0.1P

12) Price per share

    45.5P

13) Date of transaction

    30 DECEMBER 2001

14) Date company informed

    30 DECEMBER 2001

15) Total holding following this notification

    10,000,000 EXECUTIVE SHARE OPTIONS

16) Total percentage holding of issued class following this notification

    NIL %

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

    30 DECEMBER 2001

18) Period during which or date on which exercisable

    30 DECEMBER 2001 - 30 DECEMBER 2011

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

    NIL

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

    10,000,000 ORDINARY SHARES OF 0.1P

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

    45.5P PER SHARE

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

    10,000,000

23) Any additional information



24) Name of contact and telephone number for queries

    SUE PEMBERTON 0207 638 9571

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

    SIMON POULTON, DIRECTOR

    Date of Notification          31 DECEMBER 2001