Director Shareholding

Carillion PLC
01 April 2004

Carillion plc (the Company) reports that on 31 March 2004, the following
directors of the Company were granted interests in the ordinary shares of the
Company as follows.

1. Awards made under the Company's Long Term Incentive Plan (LTIP). The number
of shares vesting will depend on the Company's total shareholder return over a
three year period compared with a comparator group of companies.

Director                                        Maximum No. of Ordinary Shares
                                                                   of 50p each

J McDonough                                                            141,608
CF Girling                                                              89,160
RW Robinson                                                             90,909

2. Options granted over ordinary shares under the Company's Executive Share
Option Scheme 1999 at an option price of 184.9p.

Director                                     No.of Ordinary Shares of 50p each
                                                                  under option

J McDonough                                                            175,229
CF Girling                                                             110,329
RW Robinson                                                            112,493

Exercise of the options is subject to achievement of the performance condition
which relates to the Company's earnings per share growth over the three year
period after grant.

3. Additionally, LTIP awards made in January 2001 have met the performance
condition to the extent that 30% of the shares conditionally awarded will vest.
Accordingly, the following directors on 31 March 2004 received the following
number of ordinary shares in the Company:

Director                                    No. of Ordinary Shares of 50p each

J McDonough                                                             81,047
CF Girling                                                              56,109
RW Robinson                                                             57,356

Of these shares, the following were sold on 31 March 2004 at a price of 186p per
share in order to meet the tax liability:

Director                                    No. of Ordinary Shares of 50p each 
                                                         sold for tax purposes

J McDonough                                                             33,297
CF Girling                                                              23,052
RW Robinson                                                             23,564


Tim George
Deputy Company Secretary
1 April 2004



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