Director Shareholding

Rentokil Initial PLC
21 March 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

Rentokil Initial plc

2) Name of director

Roger Christopher Payne

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's Holding

4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them (if notified)

Roger Christopher Payne

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

Purchase of Shares

7) Number of shares/amount of
stock acquired

1,000

8) Percentage of issued class

0.00005

9) Number of shares/amount
of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

Ordinary 1p

12) Price per share

2.72p

13) Date of transaction

19th March 2002

14) Date company informed

21st March 2002

15) Total holding following this notification

128,568
16) Total percentage holding of issued class following this notification

0.007

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

N/A

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

N/A

23) Any additional information

N/A

24) Name of contact and telephone number for queries

AILEEN LINACRE 01342 833022

25) Name and signature of authorised company official responsible for
making this notification ROBERT WARD-JONES COMPANY SECRETARY

Date of Notification......21st March 2002............................



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