Director Shareholding

Fax No. 020 7588 6057

5 July 2002

Company Announcements Office

London Stock Exchange

Old Broad Street

London EC2N 1HP

AVS Number:

Dear Sir

Compass Group PLC - increase in Directors' shareholdings

Compass Group PLC wishes to notify the following changes in Directors'
interests in ordinary shares in the company ('Shares').

As a result of the transactions described below, the interest of Mr Mackay has
increased by 212,896 Shares and the interest of Mr Bailey has increased by
159,190 Shares so that, on 4 July 2002, these Directors are beneficially
interested in Shares as shown below:

Name                                   Number of Shares   Percentage of   
                                                          issued share    
                                                          capital         
                                                                          
Francis H Mackay                       3,156,998          0.142           
                                                                          
Michael J Bailey                       2,130,067          0.095           

Mr Mackay and Mr Bailey held share options, awarded on 12 July 1995, under the
Compass Group PLC Executive Share Option Scheme. The lapse date of these
options was the seventh anniversary of issue, namely 12 July 2002.

On 4 July 2002, the options were released and an amount was paid by the Compass
Group Employee Benefit Trust Number 2 equal to the excess of the 381.5p middle
market quotation of a Share on 4 July 2002 over the 105.7p per Share exercise
price under the options as shown below:

Name                                  Number of Shares   Cash amount paid  
                                      under the released                   
                                      option                               
                                                                           
Francis H Mackay                      367,000            £1,012,186.00     
                                                                           
Michael J Bailey                      220,200            £607,311.60       

In the case of Mr Mackay, £812,198.24 was applied by a family trust in which he
has a beneficial interest in subscribing for 212,896 Shares at a price of
381.5p per Share (being the middle market quotation of a Share on 4 July 2002).

In the case of Mr Bailey, the entire cash amount was applied by a family trust
in which he has a beneficial interest in subscribing for 159,190 Shares at a
price of 381.5p per Share (being the middle market quotation of a Share on 4
July 2002).

Yours faithfully

Ronald M Morley

Secretary