Director Shareholding

Shanks Group PLC
28 September 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    SHANKS GROUP PLC

    2) Name of director

    M C E Averill

    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 a 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)

    N/A

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

    N/A

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

    N/A

    7) Number of shares/amount of
    stock acquired



    N/A

    8) Percentage of issued class

    N/A

    9) Number of shares/amount
    of stock disposed

    N/A

    10) Percentage of issued class

    N/A

    11) Class of security

    Ordinary 10p Shares

    12) Price per share

    N/A

    13) Date of transaction

    N/A

    14) Date company informed

    N/A

    15) Total holding following this notification

    N/A

    16) Total percentage holding of issued class following this notification

    N/A

    If a director has been granted options by the company please complete the
    following boxes

    17) Date of grant

    27/09/2001

    18) Period during which or date on which exercisable

    01/11/2006 to 30/04/2007

    19) Total amount paid (if any) for grant of the option

    NIL

    20) Description of shares or debentures involved: class, number

    Ordinary 10p Shares, 2,335

    21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

    144.5p

    22) Total number of shares or debentures over which options held
    following this notification

    1,049,597

    23) Any additional information

    Please note that the total number of options given in 22) has been
    adjusted to take into account 10,000 Executive Share Options priced at
    270.6p which have now lapsed.

    24) Name of contact and telephone number for queries

    P Kaye 01628 524523

    25) Name and signature of authorised company official responsible for
    making this notification     P KAYE Group Company Secretary

    Date of Notification......28 September 2001 ............................