Director Shareholding

Capita Group PLC
12 August 2004


12 AUGUST 2004

THE CAPITA GROUP PLC ANNOUNCEMENT

Schedule 11 - Notification of Interests of Directors and Connected Persons

No of Reports in announcement: 1

Name of director:

Eric Walters

Please state whether notification indicates that it is in respect of holding of
the director named in 1 above or holding of that person's spouse or children
under the age of 18 or in respect of a non-beneficial interest:

The director named above

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

Eric Walters- in his own name

Please state whether notification relates to a person(s) connected with the
director named in 1 above and identify the connected person(s):

N/A

Please state the nature of the transaction. For PEP transactions please indicate
whether general/single/Company on PEP and if discretionary/non-discretionary:

N/A

Number of shares/amount of stock acquired:

Eric Walters - 20,000 ordinary shares @ 299.88p

Percentage of issued class:

Eric Walters - Less than 0.003%

Number of shares/amount of stock disposed:

N/A

Percentage of issued class:

N/A

Class of security:

Ordinary shares of 2p each

Price per share:

299.88p

Date of transaction:

11 August 2004

Date company informed:

11 August 2004

Total holding following this transaction:

Eric Walters - 45,000 ordinary shares

Total percentage holding of issued class following this notification:

Eric Walters - 0.0067%

If a director has been granted options by the company, please complete the
following fields:

Date of grant:

N/A

Period during which or date on which exercisable:

N/A

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

N/A

Description of shares or debentures involved: class, number:

N/A

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

N/A

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

N/A


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