Director Shareholding

Compass Group PLC
22 December 2003


Compass Group PLC wishes to notify the following changes in Directors' interests
in ordinary shares of 10 pence each in the share capital of the Company 
('Shares').

1. Long Term Incentive Plan Awards

   Under the Compass Group PLC Long Term Incentive Plan, participants may become
   entitled to Shares if the Company satisfies a stringent performance target.

   The main performance conditions relate to the total shareholder return 
   ('TSR') of Compass Group PLC over a three year period, compared to that of 
   the companies in the FT-SE 100 index. Awards only vest if the Company's 
   performance is at the median and are released on a sliding scale between 
   median and top quartile performance. A further earnings per share performance
   condition must also be achieved.

   On 19 December 2003, awards were made under the Long Term Incentive Plan to 
   the executive directors set out below. The number of Shares referred to is 
   the maximum available if the performance conditions for the period, which 
   commenced on 1 October 2003 and ends on 30 September 2006, are satisfied in 
   full.


NAME                        SHARES UNDER CONDITIONAL AWARD

Michael J Bailey                                   201,009
Alain Dupuis                                        91,859
Clive Grundy                                        91,859
Andrew Lynch                                       110,231
Francis H Mackay                                   108,069


2. Annual Discretionary Bonus satisfied partly in Shares

   The following directors, on 19 December 2003, acquired an interest in Shares 
   in connection with their annual discretionary bonus for the financial year 
   ended 30 September 2003.

NAME                         NUMBER OF SHARES              PERCENTAGE OF ISSUED 
                                                                  SHARE CAPITAL

Michael J Bailey                      163,905                           0.0076%
Alain Dupuis                           43,227                            0.002%
Clive Grundy                           43,228                            0.002%
Andrew Lynch                           52,414                           0.0024%

   In the case of Mr Bailey, the interest has been acquired and is held by a 
   company in which Mr Bailey will have a controlling interest.

   In the case of Messrs Lynch and Grundy, the interest has been acquired and is 
   held by family trusts in which they have a beneficial interest.

   Following this acquisition, they are interested in Shares as shown below:

NAME                         NUMBER OF SHARES              PERCENTAGE OF ISSUED 
                                                                  SHARE CAPITAL

Michael J Bailey                    2,607,231                             0.12%
Alain Dupuis                          982,512                            0.045%
Clive Grundy                          633,375                             0.03%
Andrew Lynch                          798,149                            0.037% 


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