Director Shareholding

Rentokil Initial PLC
26 April 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    Rentokil Initial plc

Name of director

Edward Forrest Brown

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)

Edward Forrest Brown

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

Exercise of share option and sale of ordinary shares

7) Number of shares/amount of
stock acquired

a) 135,000

 b. 35,612

c) 88,000

8) Percentage of issued class

7 a)+b)+c) = 0.0133

9) Number of shares/amount
of stock disposed

9a) 50,000

10) Percentage of issued class

From 9a) 0.00257

11) Class of security

ordinary shares of 1 pence each

12) Price per share

Acquired 135,000 through option exercise @ 74.254 pence
Acquired 35,612 through option exercise @ 116.000 pence
Acquired 88,000 through option exercise @ 121.9835 pence

Sold 50,000 @ 270.000 pence


13) Date of transactions

26th April 2002

14) Date company informed

26th April 2002

15) Total holding following this notification

562,056

16) Total percentage holding of issued class following this notification

0.0290

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

Paul Griffiths - 01342 830332

25) Name and signature of authorised company official responsible for
making this notification Paul Griffiths, Administration Director

Date of Notification.........26th April 2002.........................




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