Director Shareholding

Boot(Henry) PLC
31 January 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

    Henry Boot PLC

2)  Name of director

    Mr Edward James Boot

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

    In respect of the Director

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

    Edward James Boot                            600,970

    Mrs Susan Philippa Boot                      257,000

    Mrs Joan Margaret Boot & Edward James Boot    78,550

    A/c E H Boot, Deceased Settlement
    Mrs Joan Margaret Boot, Edward James Boot    145,175

    & Jonathan Hamer Boot A/c EJB I

    Edward James Boot A/c Childrens Nominee       24,910

    Edward James Boot & Mrs Susan Philippa Boot   76,190

    A/c EJB 1995 Settlement

    Mrs Susan Philippa Boot & Edward James Boot   76,190

    A/c SPB 1995 Settlement


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

    No

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

    Exercise of 5,534 savings related share options

7)  Number of shares/amount of
    stock acquired

    5,534

8)  Percentage of issued class

    0.021%

9)  Number of shares/amount
    of stock disposed

    N/A

10) Percentage of issued class

    N/A

11) Class of security

    Ordinary Shares of 10p each

12) Price per share

    187p (option exercise price)

13) Date of transaction

    29 January 2001

14) Date company informed

    29 January 2001

15) Total holding following this notification

    1,264,519

16) Total percentage holding of issued class following this notification

    4.93%

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

17) Date of grant

    N/A

18) Period during which or date on which exercisable

    N/A

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

    N/A

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

    N/A

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

    N/A

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

    N/A


23) Any additional information

    N/A

24) Name of contact and telephone number for queries


    N/A


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

    Date of Notification.30 January 2001....