Director Shareholding

Inchcape PLC
11 April 2002

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    INCHCAPE PLC

2)  NAME OF DIRECTOR

    Mr A M FERGUSON

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 an non-beneficial interest

    AS IN 2 ABOVE AND DIRECTOR's SPOUSE

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

    Mr A M FERGUSON - 954 (HELD IN ISA ACCOUNT UNDER THE RULES OF THE DEFERRED
                           BONUS PLAN)

    Mrs S A FERGUSON - 954 (HELD IN ISA ACCOUNT UNDER THE RULES OF THE DEFERRED
                            BONUS PLAN)

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

    954 SHARES - DIRECTOR
    954 SHARES - DIRECTOR's SPOUSE

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

    ACQUISITION OF SHARES TO BE HELD AS DEPOSITED SHARES UNDER THE TERMS OF THE
    INCHCAPE DEFERRED BONUS PLAN. BENEFICIAL INTEREST

7)  Number of shares/amount of
    stock acquired

    1,908

8)   (0.002%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    -

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 150p EACH FULLY PAID

12) Price per share

    728p

13) Date of transaction

    10 APRIL 2002

14) Date company informed

    10 APRIL 2002

15) Total holding following this notification

    34,791

16) Total percentage holding of issued class following this notification

    0.04%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

      AWARD TO Mr A M FERGUSON UNDER THE INCHCAPE DEFERRED BONUS PLAN

17) Date of grant

    10 APRIL 2002

18) Period during which or date on which exercisable

    10 APRIL 2005 - 9 OCTOBER 2005

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

    N/A

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

    AWARD TO ACQUIRE, FOR NOMINAL CONSIDERATION OF 100p, 
    3,222 ORDINARY SHARES OF 150p EACH

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



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

    OPTION OVER 2,980 SHARES GRANTED UNDER THE INCHCAPE SAYE SHARES OPTION 
    SCHEME (8.10.99)
    OPTIONS OVER A TOTAL OF 246,286 SHARES GRANTED UNDER THE INCHCAPE 1999
    SHARE OPTION PLAN (8.9.99, 10.8.00, 22.3.01 and 18.03.02)
    AWARDS OVER A TOTAL OF 43,570 SHARES AWARDED UNDER THE INCHCAPE DEFERRED 
    BONUS PLAN (8.9.00, 12.4.01, 14.3.02 and 10.4.02)

23) Any additional information



24) Name of contact and telephone number for queries

    VICTORIA CUGGY - 020 7546 8321

25) Name and signature of authorised company official responsible for
    making this notification    ROY WILLIAMS - COMPANY SECRETARY


    Date of Notification     11 APRIL 2002                           



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