Directors' Interest

Morgan Sindall PLC
01 July 2002

Morgan Sindall plc ('the Company')



Directors' Interests in Shares



The Company has made the following nominations and allocations under the Morgan
Sindall Long Term Incentive Plan since it was adopted by the Company on 16 April
1997. The nominations and allocations of 5p ordinary shares in Morgan Sindall
plc listed below have been or will be declared in the Company's Annual Report
and Accounts.


Name of Director    Date of Award     Number of Shares               Allocations                 Vesting Date
                                         Nominated

                                                               Date              Number


J C Morgan             30.6.97             25,019             30.6.00            14,212            19.8.02
                       30.6.98             35,329             30.6.01            25,225            30.6.03
                       30.6.99             31,472             30.6.02            13,470            30.6.04
                       30.6.00             25,754             30.6.03                              30.6.05
                       30.6.01             27,550             30.6.04                              30.6.06
                       19.2.02             18,243             19.2.05                              19.2.07
J M Bishop             30.6.97             21,607             30.6.00            12,274            19.8.02
                       30.6.98             32,805             30.6.01            23,423            30.6.03
                       30.6.99             29,224             30.6.02            12,508            30.6.04
                       30.6.00             22,893             30.6.03                              30.6.05
                       30.6.01             24,572             30.6.04                              30.6.06
                       19.2.02             16,372             19.2.05                              19.2.07
P Whitmore             30.6.00             13,950             30.6.03                              30.6.05
                       30.6.01             22,338             30.6.04                              30.6.06
                       19.2.02             15,904             19.2.05                              19.2.07
J J C Lovell           30.6.97             21,607             30.6.00            12,274            19.8.02
                       30.6.98             26,497             30.6.01            19,919            30.6.03
                       30.6.99             23,818             30.6.02            10,194            30.6.04
                       30.6.00             17,170             30.6.03                              30.6.05
                       30.6.01             18,615             30.6.04                              30.6.06



The number of shares that is allocated 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 Group. Performance is measured
over a three year period by comparing the increase in total returns to
shareholders in Morgan Sindall plc over that period with the corresponding
increase of those of 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.



No payment has been or will be required from the Awardees for the shares which
are subject to the allocations.

1 July 2002



Enquiries:


Morgan Sindall                                 Tel: [phone]

Graham Furness, Group Information Manager





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