Directors Interests in Shares

Morgan Sindall PLC
01 July 2004



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 2004. The
conditional awards and allocations of 5p ordinary shares in Morgan Sindall plc
made prior to this announcement have been (and the under-noted will be) declared
in the Company's Annual Report and Accounts.


Shares conditionally awarded:


Name of Director   Balance as at 1                   As at 30 June 2004                  Balance as at 31
                      July 2004                                                           December 2003


                                       Conditionally   Shares Allocated     Lapsed
                                          awarded

J C Morgan              59,093               0              7,852           19,698            86,643
J M Bishop              52,773               0              7,003           17,569            77,345
P Whitmore              51,800               0              6,366           15,972            74,138
J J C Lovell              0                  0              5,305           13,310            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, 26,526 shares have
been allocated to participants in the year and the balance of 93,075 shares
conditionally awarded on 30 June 2001 have lapsed accordingly as shown above.


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


                                                                     1 July 2004


Enquiries:

  Morgan Sindall plc
    W R Johnston, Company Secretary             Tel: [phone]







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