Director Shareholding

Boot(Henry) PLC
26 November 2002

                                  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)



    Ordinary Shares of 10 pence each



                                                  Beneficial      Non-Beneficial

    - Edward James Boot                               666,651

    - Mrs Susan Philippa Boot                         257,000

    - Edward James Boot

      A/c E H Boot, Deceased Settlement               78,550              78,550

    - Edward James Boot

      & Jonathan Hamer Boot A/c EJB I                145,175

    - Edward James Boot A/c Childrens Nominee          24,910

    - Edward James Boot & Mrs Susan Philippa Boot

      A/c EJB 1995 Settlement                         76,190


    - Mrs Susan Philippa Boot & Edward James Boot

      A/c SPB 1995 Settlement                         76,190

- Rensburg Client Nominees Limited A/c CLT                            107,500



                                                   1,324,666          186,050





    Cumulative Preference Shares



    - Edward James Boot                               14,603

                                                      14,603



    (All above as previously notified)




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

    N/A


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

    Distribution of shares to child over the age of 18

7) Number of shares/amount of
   stock acquired

    N/A


8) Percentage of issued class


    N/A


9) Number of shares/amount
   of stock disposed

    48,391 - (Beneficial)


10) Percentage of issued class

    0.19%


11) Class of security

    Ordinary Shares of 10p each


12) Price per share

    N/A


13) Date of transaction


    26 November 2002

14) Date company informed


    26 November 2002

15) Total holding following this notification


    Ordinary Shares of 10 pence each



                                                  Beneficial      Non-Beneficial

    - Edward James Boot                               666,651


    - Mrs Susan Philippa Boot                         257,000

    - Edward James Boot

      A/c E H Boot, Deceased Settlement               78,550              78,550

    - Edward James Boot

      & Jonathan Hamer Boot A/c EJB I                 96,784

    - Edward James Boot A/c Childrens Nominee          24,910

    - Edward James Boot & Mrs Susan Philippa Boot

      A/c EJB 1995 Settlement                         76,190


    - Mrs Susan Philippa Boot & Edward James Boot

      A/c SPB 1995 Settlement                         76,190

- Rensburg Client Nominees Limited A/c CLT                            107,500



                                                   1,276,275          186,050





    Cumulative Preference Shares



    - Edward James Boot                                14,603



                                                      14,603






16) Total percentage holding of issued class following this notification



    4.93% - Ordinary Shares (Beneficial)

    0.72% - Ordinary Shares (Non-Beneficial)



    3.65% - Cumulative Preference Shares (Beneficial)

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 A P Cooper

    Financial Director

    [phone]

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



    G W Hawksley

    Deputy Company Secretary

    [phone]


   Date of Notification 26 November 2002



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