Director Shareholding

Hays PLC
21 December 2001



Transfer of Shares in Satisfaction of Save As You Earn Options


Hays plc (the Company)


The Company announces that on 21 December 2001, 10,539 ordinary shares in the
Company (Shares) were transferred to employees of the Hays Group by the Hays
Share Scheme Trustee Limited (the Trust) in satisfaction of options held by
them under the Hays plc Savings-Related Share Option Scheme (the Scheme).

The transfer value of the aforementioned shares is as follows:-


Option Price £         Number Of Shares              Transfer Value
1.1025                 4,027                         £4,439.78
 1.94                  6,512                         £12,633.28
                       10,539                        £17,073.06

Following this transaction, the Trust holds 6,500,160 Shares.

The Trust is a discretionary trust under which all employees of the Hays Group
are potential beneficiaries. Each of the Executive Directors of the Company is
for Companies Act purposes regarded as interested in all of these Shares.
Despite the technical interest in all the Shares each Executive Director will
only be entitled to receive from the Trust the number of Shares to which he is
entitled on exercise of any option held by him under the Scheme.