Director Shareholding

Shanks Group PLC
1 November 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)

    M C E Averill

    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

    Acquisition of shares following exercise of 5 year SAYE options on their
    maturity.

    7) Number of shares/amount of
    stock acquired



    4,035

    8) Percentage of issued class

    0.002%

    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

    85.5 pence

    13) Date of transaction

    1 November 2001

    14) Date company informed

    1 November 2001

    15) Total holding following this notification

    54,252

    16) Total percentage holding of issued class following this notification

    0.02%

    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

    Ordinary 10p Shares

    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

    1,045,562

    23) Any additional information



    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...... 1 November 2001 ............................