Director Shareholding

Ashtead Group PLC
20 August 2004


                                ASHTEAD GROUP PLC

                              Director Shareholding


Ashtead Group plc announces that three of its executive directors, George
Burnett, Ian Robson, and Sat Dhaiwal have purchased respectively 35,711, 40,813
and 10,203 ordinary shares of 10p each in the Company. Full details of these
purchases which were made on and notified to the Company on 19 August 2004 are
given in the table below.

These purchases, through which the directors have invested part of their bonuses
for the year ended 30 April 2004 in shares in the Company, have, with the
agreement of the Remuneration Committee, qualified these executive directors for
participation in the Company's investment incentive plan (IIP).

Accordingly, under the rules of the IIP, the Company, through its Remuneration
Committee, has made conditional Matching Awards of shares to each director to
the value of three times the gross equivalent of the amount invested. Vesting of
the Matching Awards is conditional upon achievement of demanding targets
relating to achieved real growth in earnings per share over that in the year to
30 April 2004 and to Total Shareholder Return over the three year vesting period
from 19 August 2004 to 18 August 2007.

The Company's employee share ownership trust will shortly conditionally transfer
the appropriate number of shares comprising the Matching Award to each director.
Each director is required to return all or part of the shares comprising the
Matching Award to the employee share ownership trust to the extent that the
performance conditions related to the Matching Award are not met.


Shares purchased by each director on 19 August 2004

            Number of 10p       Percentage    Price                   Percentage of
          ordinary shares        of issued      per          Total     issued share
Director        purchased    share capital    share    shares held          capital
--------        ---------    -------------    -----    -----------          -------

GB Burnett         35,711            0.011%   48.99p    13,897,664             4.27%

SI Robson          40,813            0.013%   48.99p       205,457             0.06%

SS Dhaiwal         10,203            0.003%   48.99p        23,203             0.01%



Notes:


1.  All of these shareholdings are beneficial save for that of Mr Burnett
    which includes 1,056,192 shares in which Mr Burnett has a non-beneficial
    interest.

2.  The total shares held shown above exclude shares held on a conditional
    basis in respect of previous grants of Matching Awards under the IIP. The 
    number of such shares held conditionally is 1,422,006 shares held by Mr Burnett 
    and 650576 shares held by Mr Robson. Including these shares Mr Burnett's total
    shareholding is 15,319,670 shares representing 4.71% of the Company's issued
    share capital and Mr Robson's total shareholding is 856,033 shares representing
    0.26% of the Company's issued share capital.


Shares which will shortly be transferred to directors on a conditional basis to
meet the potential Matching Awards on a full vesting

                                                 Number of 10p ordinary shares
Director                                       being conditionally transferred
--------                                    ----------------------------------

GB Burnett                                                           178,554
SI Robson                                                            204,066
SS Dhaiwal                                                            51,015


In addition to the executive directors mentioned above a number of other members
of the Group's senior management team purchased 121,084 shares in the Company on
19 August 2004 under the same programme.

The Company also announces that, as at the date of his appointment as a director
of the Company on 6 July 2004, Cliff Miller owned, and continues to own, a
beneficial interest in 33,000 ordinary shares of 10p each in the Company
representing 0.01% of the Company's issued share capital. He acquired these
shares in March 2003 at a price of approximately 8p per share.



ENDS


Contacts:
Cob Stenham         Non-executive Chairman                020 7299 5562
George Burnett      Chief executive                )      01372 362300
Ian Robson          Finance director               )

David Trenchard     ) Tulchan Communications              020 7353 4200
William Davidson    )







                      This information is provided by RNS
            The company news service from the London Stock Exchange