Directors' Shareholding

Barclays PLC
2 May 2002




                                                                      2 May 2002

         Notification of directors' interests: Companies Act 1985 s.329


Mr J M Stewart notified the Company on 1 May 2002 that on 1 May 2002 he had
exercised 70,116 options granted on 25 March 1999 at a price of 422p under the
Woolwich plc 1998 Executive Share Option Plan ('ESOP') and on 1 May 2002 he sold
all of these shares at a price of 594p.



Following this transaction, Mr Stewart has a beneficial interest in 4,024
ordinary shares in Barclays PLC.



As a participant in the Woolwich Sharesave Schemes Mr J M Stewart, together with
other directors and senior executives of Woolwich plc, have interests as
potential discretionary beneficiaries in 470,799 Barclays PLC ordinary shares
held by the trustee of the Woolwich Qualifying Employee Share Ownership Trust.



Following this transaction, the trustees of all the Barclays Group employees'
benefit trusts hold a total of 14,398,333 ordinary shares in Barclays PLC. Sir
Peter Middleton, Mr M W Barrett, Sir Andrew Large, Mr C J Lendrum, Mr J M
Stewart and Mr J S Varley, directors of Barclays PLC, are amongst the potential
beneficiaries under these trusts and are therefore regarded for Companies Act
purposes as being interested in the Barclays PLC ordinary shares held in them.











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