Director Shareholding

Shanks Group PLC
31 July 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

    N/A

    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

    30 July 2002

    18) Period during which or date on which exercisable

    31 July 2005 to 30 July 2012

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

    NIL

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

    Ordinary 10p Shares, 90,000

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

    145p

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

    662,881

    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......31 July 2002 ............................





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