Director Shareholding

Shanks Group PLC
21 January 2004


                                  SCHEDULE 11
          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


        All relevant boxes should be completed in block capital letters.


1.  Name of company             2. Name of director                  
    Shanks Group plc               M C E Averill                     

3.  Please state whether        4. Name of the registered holder(s)  
    notification indicates that    and, if more than one holder, the 
    it is in respect of holding    number of shares held by each of  
    of the shareholder named in    them (if notified)                
    2 above or in respect of a                                       
    non-beneficial interest or     BDS Nominees Ltd                  
    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                                          
    In respect of holding named                                      
    in 2 above                                                       

5.  Please state whether        6. Please state the nature of the    
    notification relates to a      transaction. For PEP transactions 
    person(s) connected with the   please indicate whether general/  
    director named in 2 above      single                            
    and identify the connected     co PEP and if discretionary/non   
    person(s)                      discretionary /non discretionary  
    N/A                            Automatic re-investment of income 
                                   by PEP manager in General PEP     

7.  Number of    8. Percentage 9. Number of shares/  10.Percentage
    shares/amount   of issued     amount of stock       of issued 
    of stock        class         disposed              class     
    acquired                      N/A                             
    141             Minimal                                      
                                                       N/a       

                                                                        

11.Class of    12.Price per  13.  Date of         14. Date       
   security       share           transaction         company    
   Ordinary 10p   121.25p         20/01/2004          informed   
   shares                                             21/01/2004 

15. Total holding following this16.  Total percentage holding of     
    notification                     issued class following this     
    75,060                           notification                    
                                     0.03%                           

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

17. Date of grant               18.Period during which or date on    
                                   which exercisable                 

19. Total amount paid (if any)  20.Description of shares or          
    for grant of the option        debentures involved: class, number
                                                                     

21. Exercise price (if fixed at 22.Total number of shares or         
    time of grant) or indication   debentures over which options held
    that price is to be fixed at   following this notification       
    time of exercise                                                 

                                                                        

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 21 January 2004                                    






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