Director Shareholding

Morgan Sindall PLC
01 July 2003

Morgan Sindall plc ('the Company')

                         Directors' Interests in Shares


The Company has made the following conditional awards of shares under the Morgan
Sindall Long Term Incentive Plan ('the Plan ') as at 30 June 2003. The
conditional awards and allocations of 5p ordinary shares in Morgan Sindall
disclosed in this announcement have been or will be declared in the Company's
Annual Report and Accounts.


Shares conditionally awarded:

Name of Director   Balance as at 31                 As at 30 June 2003              Balance as at 1
                   December 2002                                                        July 2003

                                          Conditionally             Lapsed
                                             awarded

J C Morgan              71,547                40,850                25,754                 86,643
J M Bishop              63,837                36,401                22,893                 77,345
P Whitmore              52,192                35,896                13,950                 74,138
J J C Lovell            35,785                  0                   17,170                 18,615



The number of shares from the above that are allocated to participants in the
Plan is wholly dependent upon demanding performance criteria being met. The
performance criteria are based upon the Company's performance relative to a
group of fourteen companies listed in the Financial Times as construction
companies which the Remuneration Committee consider as having a comparable
business to the Company. Performance is measured over a three year period by
comparing the increase in total returns to shareholders in the Company over that
period with the corresponding increase of those in the selected peer group
referred to above. The increase in shareholder returns is the increase in share
price plus gross dividend income over a financial year.


Shares allocated and shares vested:


As a result of the application of the performance criteria, no shares have been
allocated to participants in the year and the shares conditionally awarded on 30
June 2000 have lapsed accordingly as shown above.


No shares previously allocated to participants have vested in the year to date.


Enquiries:
W R Johnston                                         Tel: [phone]
Company Secretary


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