Director Shareholding

Compass Group PLC
21 December 2004

Compass Group PLC wishes to notify the following changes in Directors' interests 
in ordinary shares of 10 pence each in the share capital of the Company 
('Shares').

1.   Long Term Incentive Plan Awards

     Under the Compass Group PLC Long Term Incentive Plan, participants may 
     become entitled to Shares if the Company satisfies a stringent performance 
     target.

     On 21 December 2004, awards were made under the Long Term Incentive Plan to 
     the executive directors set out below. The number of Shares referred to is 
     the maximum available if the performance target, which relates to a three 
     year period ending on 30 September 2007, is satisfied in full.


     Name                                   Shares under Conditional Award

     Michael Bailey                                                332,143

     Alain Dupuis                                                  151,361

     Clive Grundy                                                  151,361

     Andrew Lynch                                                  179,422

     Sir Francis Mackay                                            170,068

     Andrew Martin                                                 142,449


     The release of shares will depend upon Compass Group's total shareholder 
     return (TSR) performance over the three year period commencing on 1 October 
     2004 relative to the FTSE 100 companies at the start of the period.
     
     No shares will be released unless the Company's TSR performance is in the 
     top half of the comparator group with full vesting only if the Company is 
     in the top 25%. 30% of the award will vest if performance is at the median 
     and where performance is between the 50th and 25th percentiles, awards will 
     vest on a straight line basis between the 30% and 100% applicable to median 
     and top quartile performances. There is no performance retesting facility.

2.   Long Term Incentive Plan Release

     The following Directors exercised their rights over vested awards made 
     under the Compass Group PLC Long Term Incentive Plan (which were granted 
     for nil consideration) and obtained an interest in Shares as described 
     below.


     Name                  Number of Shares     Date
                                           
     Alain Dupuis          38,428               21 December 2004

     Clive Grundy          35,683               21 December 2004

     Andrew Lynch          43,918               21 December 2004


     All the directors disposed of the Shares at 244p per Share on 21 December 
     2004. 

3.   Satisfaction of deferred bonus in Shares

     On 21 December 2004, Ogier Employee Benefit Trustee Limited, as Trustee of 
     the Company Group Employee Trust No. 2 (The Trust), acquired 420,377 
     Shares. The Shares were acquired on the market at 244p per Share. Following 
     the acquisition the Trustee distributed all the Shares to satisfy an 
     entitlement of Sir Francis Mackay in connection with his bonus arrangements 
     for the years ended September 2001 and September 2002. Sir Francis Mackay 
     will provide funds to the Company to discharge the tax liability on receipt 
     of the Shares.

     Following the distribution of these Shares, no Shares are held by the 
     Trust.

     Following the above transactions, the Directors are beneficially interested 
     in Shares as shown below:


     Name                   Number of Shares     Percentage of Issued 
                                                        Share Capital

     Alain Dupuis                  1,082,512                    0.05%

     Sir Francis Mackay            3,218,410                   0.149%

     Clive Grundy                    633,375                   0.029%

     Andrew Lynch                    798,149                   0.037%



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