Directors S'hldg-Replacement

Man(ED & F) Group PLC
25 February 2000


The issuer has made the following amendment to the 'Directors Shareholding'
announcement released on 24 February 2000 at 17:31 under RNS No 1893G.

The announcement contains a number of changes that have been identified with an
asterisk (*).

The full corrected version is shown below.
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Schedule 11 - Notification of interests of Directors and Connected Persons

1   Name of company:
E D & F Man Group plc

2   Name of director:
Mr Andrew Nicholas Sutton

3   Please state whether notification indicates that it is in respect of     
holding of the director named in 2 above or 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 named above

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

5   Please state whether notification relates to a person(s) connected with  
the director named in 2 above and identify the connected person(s):
In respect of 2 above

6   Please state the nature of the transaction. For PEP transactions please  
indicate whether general/single co PEP and if discretionary/non discretionary:
Sale of Shares following the exercise of options over 110,000 shares pursuant
to the E D & F Man Group plc Approved Executive Share Option Scheme.

7   Number of shares/amount of stock acquired:
*110,000 shares    

8   Percentage of issued class:
*0.041%      

9   Number of shares/amount of stock disposed:
110,000 shares

10  Percentage of issued class:
0.041%

11  Class of security:
Ordinary Shares of 10p each

12  Price per share:
*110,000 shares - Bought @ 180p ; Sold @ 525p        

13  Date of transaction:
24th February 2000

14  Date company informed:
24th February 2000

15  Total holding following this notification:
1,000,596  

16  Total percentage holding of issued class following this notification:
0.37

If a director has been granted options by the company, please complete the
following fields:

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  Contact name for queries:
Mr Peter Clarke

24  Contact telephone number:
020 7648 7017

25  Name of company official responsible for making notification:
Mr Peter Clarke



Additional Information:
Mr Sutton holds awards in respect of 83,612 matching shares and 274,248 shares
under the Group's Performance Share Plan, subject to certain performance
criteria set out in the Plan Rules.

Furthermore, the E D & F Man Group 1990 Employee Trust ('the Employee Trust')
holds 3,212,738 ordinary shares and has a security interest over 1,551,717
shares.  Executive Directors of the Company are deemed to be interested in
shares held by the Employee Trust and shares over which the Employee Trust
holds a security interest.