Director Shareholding

Shanks Group PLC
05 August 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    SHANKS GROUP PLC

    2) Name of director

    D J Downes

    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

    N/A

    4) Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

    N/A

    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

    N/A

    7) Number of shares/amount of
    stock acquired



    N/A

    8) Percentage of issued class

    N/A

    9) Number of shares/amount
    of stock disposed

    N/A

    10) Percentage of issued class

    N/A

    11) Class of security

    Ordinary 10p Shares

    12) Price per share

    N/A

    13) Date of transaction

    N/A

    14) Date company informed

    N/A

    15) Total holding following this notification

    N/A

    16) Total percentage holding of issued class following this notification

    N/A

    If a director has been awarded shares under an LTIP by the company please
    complete the following boxes

    17) Date of award

    LTIP     - 5 August 2002

    18) Period during which or date on which exercisable


    LTIP     - Restricted period terminates 5 August 2005


    19) Total amount paid (if any) for award of the LTIP

    LTIP - NIL


    20) Description of shares or debentures involved: class, number


    LTIP     - Ordinary 10p Shares, Maximum 135,000 (subject to achieving
    highest

    performance conditions)

    21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

    LTIP - N/A

    22) Total number of shares or debentures over which held under LTIP
    following this notification

    LTIP     - 135,000

    23) Any additional information

    LTIP award made under new long term incentive plan approved by shareholders
    at AGM on 25/7/02

    24) Name of contact and telephone number for queries

    P Kaye 01628 524523

    25) Name and signature of authorised company official responsible for
    making this notification     P KAYE Group Company Secretary

    Date of Notification...... 5 August 2002 ............................



                      This information is provided by RNS
            The company news service from the London Stock Exchange