Director Shareholding-replace

Legal & General Group PLC
06 October 2004



Legal & General Group Plc ('Group')



The following replaces the Director Shareholding announcement released on 4
October at 4.30 pm under RNS number 6834D.



The number of shares purchased by the non-executive directors on 1 October 2004
was overstated in the announcement and the correct number of shares now appears
below. All other details, with the exception of the non-executive directors'
beneficial interest in the shares of Group, remain unchanged and the complete
amended text appears below.



Legal & General Group Employee Share Plan ('the Plan')

In common with all eligible employees, each of the executive directors of Legal
& General Group Plc ('Group') have been invited to apply for partnership shares
under the Plan on a monthly basis. On 1 October 2004 each executive director
chose to contribute to purchase the following partnership shares:

                                Partnership Shares
C. R. R. Avery                  123
T. J. Breedon                   123
A. W. Palmer                    124
R. A. Phipps                    123
J. B. Pollock                   123
D. J. Prosser                   123

The Group matched these shares, on a one-to-one basis, up to £20 per month.
Accordingly, each executive director received 20 matching shares. The shares
were purchased at a price of 101p per share.

Following these awards, the executive directors have beneficial interests in the
shares of Legal & General Group Plc (comprising shares, shares held by trustees
within share schemes or plans and share options) as set out below:-


Name                    Shares        Shares in schemes       Options         Total beneficial
                                               or plans                              interests

C. R. R. Avery         279,955                  215,222       272,836                  768,313
T. J. Breedon          673,150                  235,694        90,175                  990,019
A. W. Palmer           393,575                  298,528     1,494,107                2,186,210
R. A. Phipps           769,978                  331,120       397,694                1,501,285
J. B. Pollock          174,149                  115,158        30,408                  319,715
D. J. Prosser        1,997,360                1,180,477     1,527,944                4,705,781


Non Executive Directors' purchases

On 1 October 2004 the following non-executive directors of Legal & General Group
Plc ('Group') purchased the following ordinary shares of 2.5p each ('shares') in
Group at a price of 100.5p per share.

F. A. Heaton                        1,445
B. C. Hodson                        1,445
R. J. Margetts                      7,286
J. B. Morgans                       1,932
R. H. Schmitz                       1,445
H. E. Staunton                      1,445
J. M. Strachan                      1,445
D. A. Walker                        1,932

Following these awards, the non-executive directors' current beneficial
interests in Group now stand at:

F. A. Heaton                       44,604
B. C. Hodson                       44,691
R. J. Margetts                    291,120
J. B. Morgans                      82,978
R. H. Schmitz                      51,965
H. E. Staunton                     57,554
J. M. Strachan                     27,427
D. A. Walker                      122,689



                      This information is provided by RNS
            The company news service from the London Stock Exchange