Director Shareholding

Rotork PLC
27 September 2004


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Rotork plc




2. Name of director


J W Matthews



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


Spouse 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)


L  M Matthews



5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)


See 3 above



6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary


Transmission of shares by Estate bequest



7. Number of shares / amount of stock acquired


600



8. Percentage of issued class


Under 0.001%



9. Number of shares/amount of stock disposed


N/A



10. Percentage of issued class


N/A



11. Class of security


5p Ordinary Shares



12. Price per share


Transmission under estate



13. Date of transaction


Shares registered 8/4/04



14. Date company informed


27/9/04



15. Total holding following this notification


10,600



16. Total percentage holding of issued class following this notification


Under 0.02%



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


Stephen R Jones 01225 733331



25. Name and signature of authorised company official responsible for making
this notification






Date of Notification


27/9/04



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