Director Shareholding

Shanks Group PLC
13 March 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    SHANKS GROUP PLC

    2) Name of director

    D J Downes

    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

    Beneficial holding in respect of Mr D J Downes

    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

    Sale of shares resulting from an exercise of options.

    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

    100,000

    10) Percentage of issued class

    0.04%

    11) Class of security

    N/Aordinary 10p Shares

    12) Price per share

    171p

    13) Date of transaction

    13 March 2002

    14) Date company informed

    13 March 2002

    15) Total holding following this notification

    71,562

    16) Total percentage holding of issued class following this notification

    0.03%

    If a director has exercised options please complete the following boxes

    17) Date of exercise

    13 March 2002

    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, 100,000

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

    99p

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

    572,881

    23) Any additional information

    Exercise and sale of 100,000 share options.

    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......13 March 2002 ............................




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