Director Shareholding

Rank Group PLC
20 December 2001


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    THE RANK GROUP PLC

2)  NAME OF DIRECTOR

    MICHAEL EDWARD SMITH

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 an non-beneficial interest

    DIRECTOR

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

    DIRECTOR

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    DIRECTOR

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    ACQUISITION OF SHARES

7)  Number of shares/amount of
    stock acquired

    40,000

8)   (N/A %)
    of issued Class

    NOT SIGNIFICANT

9)  Number of shares/amount
    of stock disposed

    --

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES

12) Price per share

    222P

13) Date of transaction

    20 DEC 2001

14) Date company informed

    20 DEC 2001

15) Total holding following this notification

    80,000 SHARES OF 10P EACH

16) Total percentage holding of issued class following this notification

    NOT SIGNIFICANT

     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

    CLARE DUFFILL - 020 7706 1111

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

    Date of Notification  20 DECEMBER 2001