Director Shareholding

London Stock Exchange Plc
31 May 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1)Name of company

London Stock Exchange plc

2)Name of director

Don Cruickshank, Clara Furse, Jonathan Howell, Martin Wheatley (however please
see paragraph 6 below).

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

N/A

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

Mourant & Co. Trustees Limited as trustees of the London Stock Exchange
Employee Benefit Trust of which the said directors are potential
beneficiaries.

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

Release of ordinary shares in London Stock Exchange plc by the Employee Benefit
Trust ("the Trust") to a participant in the London Stock Exchange Share Option
Scheme following exercise of his options. The participant to whom shares were
released is not a director of London Stock Exchange plc. The said directors are
amongst the potential beneficiaries of the Trust and are regarded for Companies
Act purposes as being interested in all the London Stock Exchange plc ordinary
shares held by the Trust, although the shares held by the Trust are also held
for the benefit of other employees of the Company. Despite the technical
interest in the shares, a director will only be entitled to receive that number
of shares to which he or she would be entitled on exercise of an award or option
which has been granted to him or her.

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

690 shares


10) Percentage of issued class

0.0002%

11) Class of security

Ordinary shares of 5p each

12) Price per share

690 @ £3.645


13) Date of transaction

30 May 2002

14) Date company informed

31 May 2002

15) Total holding following this notification

5,221,300 shares

16) Total percentage holding of issued class following this notification

1.76%

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

Lisa Condron, Company Secretary Tel: [phone]

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

Lisa Condron

Date of Notification 31 May 2002


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            The company news service from the London Stock Exchange