Holding in Company

Compass Group PLC
28 November 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     COMPASS GROUP PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

      CGNU PLC

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

     SEE LETTER BELOW

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

     SEE LETTER BELOW

5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

     ORDINARY SHARES OF 10 PENCE EACH


10)  Date of transaction

     ON OR BEFORE 22 NOVEMBER 2001

11)  Date company informed

     27 NOVEMBER 2001

12)  Total holding following this notification

     66,022,782
               
13)  Total percentage holding of issued class following this notification

     2.99%

14)  Any additional information

     SEE LETTER BELOW

15)  Name of contact and telephone number for queries

     ANDREW V DERHAM  - 01932 573159

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification 28 NOVEMBER 2001

Letter to Compass Group plc
Dated:  23 November 2001

COMPASS GROUP PLC (THE 'COMPANY') - SEDOL 0533153

This notification supersedes our previous notification to your dated 27 February
2001 and is prompted by sales totalling 1,110,000 on 22 November 2001.

This notification relates to issued ordinary shares of 10p each in the capital 
of the Company (the 'shares') and is given in fulfilment of the obligations 
imposed by sections 198 to 202 of the Companies Act 1985 (the 'Act').

1.   Notification on behalf of Morley Fund Management Limited (a subsidiary of  
     CGNU plc).

1.1  Morley Fund Management Limited no longer have a notifiable interest in the 
     shares.

2.   Notification on behalf of CGNU plc.

2.1  CGNU plc no longer have a notifiable interest in the shares.

We are only required to notify interests which are defined as material interests
when the holdings is equal to 3% or more of the Company's relevant share 
capital.  The term material interests exclude certain categories where we do not
hold a beneficial interest, for example where the shares are held in an 
Authorised Unit Trust Scheme or Open Ended Investment Company.  Holdings in 
those categories are therefore not included in the holding notified under this 
letter.  If you wish us to confirm the level of holdings in these categories, 
please let us know.

From: CGNU PLC

APPENDIX: MORLEY FUND MANAGEMENT LIMITED

REGISTERED HOLDERS                                 NUMBER OF SHARES HELD

BNY NORWICH UNION NOMINEES LTD                     22,252,728  (MATERIAL)

BT GLOBENET NOMINEES LTD                               28,789  (MATERIAL)

CHASE GA GROUP NOMINEES LTD                        25,264,422  (MATERIAL)

CUIM NOMINEE LTD                                   17,410,415  (MATERIAL)

RBSTB NOMINEES LTD                                  1,066,428  (MATERIAL)

TOTAL PERCENTAGE INTEREST OF MORLEY FUND MANAGEMENT LIMITED: 2.98%

ISSUED SHARE CAPITAL ON WHICH THIS NOTIFICATION IS BASED: 2,218,789,046



APPENDIX: CGNU PLC

REGISTERED HOLDERS                               NUMBER OF SHARES HELD

BNY NORWICH UNION NOMINEES LTD                    22,252,728   (MATERIAL)

BT GLOBENET NOMINEES LTD                              28,789   (MATERIAL)

CHASE GA GROUP NOMINEES LTD                       25,264,422   (MATERIAL)

CUIM NOMINEE LTD                                  17,410,415   (MATERIAL)

RBSTB NOMINEES LTD                                 1,066,428   (MATERIAL)

HIBERNIAN INVESTMENT MANAGERS LTD                    288,255   (MATERIAL)

TOTAL PERCENTAGE INTEREST OF CGNU PLC : 2.99%

ISSUED SHARE CAPITAL ON WHICH THIS NOTIFICATION IS BASED:  2,218,789,046