Director Shareholding

Boot(Henry) PLC
10 May 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)        Name of company

Henry Boot PLC


2)  Name of director

Mr Douglas Greaves


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)

Douglas Greaves                                    76,427
Mrs Maureen Greaves                                17,500
TOTAL                                              93,927


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 Executive Share Options and subsequent sale of Shares

7)  Number of shares/amount of
    stock acquired

67,500

8)  Percentage of issued class

0.26%

9)  Number of shares/amount
    of stock disposed


67,500


10) Percentage of issued class

0.26%

11) Class of security

Ordinary Shares of 10p each

12) Price per share

On acquisition: Exercise price of 269p
On sale: 342p


13) Date of transaction

10 May 2002

14) Date company informed

10 May 2002

15) Total holding following this notification

93,927

16) Total percentage holding of issued class following this notification

0.36%

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

Mr G W Hawksley
Deputy Company Secretary
[phone]

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

Mr G W Hawksley
Deputy Company Secretary


    Date of Notification: 10 May 2002


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