Director Shareholding

Carillion PLC
16 April 2004


The following Directors were granted awards on 8 April 2003 under the Carillion
Deferred Bonus Plan (the Plan) over the following number of shares:-

Director                                                  No. of Ordinary Shares 
                                                                     of 50p each

J McDonough                                                             25,673
CF Girling                                                              14,585
RW Robinson                                                             14,895

The shares have to be held in Trust for 12 months for the purposes of the Plan
before being transferred to the Directors.

Of these shares, the following were sold on 13 April 2004 at a price of £1.89
per share in order to meet the tax liability:

Director                                     No. of Ordinary Shares of 50p each 
                                                          sold for tax purposes

J McDonough                                                             10,548
RW Robinson                                                              6,121

In addition, the following shares were sold on 13 April 2004 at a price of 
£1.89 per share:

Director                                     No. of Ordinary Shares of 50p each 
                                                sold including for tax purposes

C Girling                                                               14,585

Where applicable, the balance of the shares remaining following these
transactions were on 15 April 2004 transferred to the Directors.

The total number of Carillion shares now held by each of the Directors following
this transaction is as follows:

Director                                            Total No. of Ordinary Shares
                                                                     of 50p each

J McDonough                                                            449,557
CF Girling                                                             178,258
RW Robinson                                                            220,343

Tim George
Deputy Company Secretary
Carillion plc
16 April 2004



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