Director Shareholding

Close Brothers Group PLC
28 June 2004


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company

Close Brothers Group plc

2. Name of director

P. L. Winkworth

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 a non-beneficial
interest

Director named in 2 above

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

Director named in 2 above

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

Director named in 2 above

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

Shares released from the Close Brothers Group Employee Share Trust under a
deferred bonus awarded in 2000 and sale of those shares.

7. Number of shares / amount of stock acquired

40,000

8. Percentage of issued class

0.03%

9. Number of shares/amount of stock disposed

40,000

10. Percentage of issued class

0.03%
11. Class of security

Ordinary Shares of 25p each

12. Price per share

760p

13. Date of transaction

28th June 2004

14. Date company informed

28th June 2004

15. Total holding following this notification

629,765

16. Total percentage holding of issued class following this notification

0.44%

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant

18. Period during which or date on which exercisable

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

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

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

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

23. Any additional information

24. Name of contact and telephone number for queries

Robin Sellers 020 7655 3100

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

Robin Sellers

Date of Notification

28th June 2004

The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




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