Director Shareholding

The Vitec Group PLC
19 September 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    THE VITEC GROUP PLC

 2. Name of director

    GARETH RHYS WILLIAMS

 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

    DIRECTOR NAMED IN 2 ABOVE

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

    -

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

    -

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

    SHARE OPTION GRANTED UNDER THE VITEC GROUP (1996) UNAPPROVED EXECUTIVE SHARE
    OPTION SCHEME

 7. Number of shares/amount of
    stock acquired

    -

 8. Percentage of issued class

    -

 9. Number of shares/amount
    of stock disposed

    -


 10.Percentage of issued class

    -

 11.Class of security

    -

 12.Price per share

    -

 13.Date of transaction

    -

 14.Date company informed

    -

 15.Total holding following this notification

    -

 16.Total percentage holding of issued class following this notification

    -

 If a director has been granted options by the company please complete the
 following boxes

 17.Date of GRANT

 19 SEPTEMBER 2002

 18.Period during which or date on which exercisable

    IN ACCORDANCE WITH THE RULES OF THE SCHEME, OPTIONS ARE EXERCISABLE
    COMMENCING ON THE THIRD ANNIVERSARY OF THE DATE OF GRANT, SUBJECT TO
    SATISFACTION OF THE PERFORMANCE CONDITION. OPTIONS THAT HAVE NOT BEEN
    EXERCISED LAPSE 10 YEARS FROM THE DATE OF GRANT.

 19.Total amount paid (if any) for grant of the option

    NIL

 20.Description of shares or debentures involved: class, number
    142,857 ORDINARY SHARES

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

    £3.50 PER SHARE

 22.Total number of shares or debentures over which options held
    following this notification

    142,857 UNDER THE(1996) UNAPPROVED EXECUTIVE SHARE OPTION SCHEME

     28,248 SHARES UNDER THE LONG TERM INCENCTIVE PLAN

 23.Any additional information

        THE ANNUAL REPORT 2001 OF THE VITEC GROUP PLC RECORDED THAT, IN NOVEMBER
        2001, A SHARE PRICE RELATED CASH BONUS SCHEME WAS ADOPTED UNDER WHICH AN
        AWARD EQUIVALENT TO AN OPTION OVER 142,857 SHARES, AT A PRICE OF £3.50
        PER SHARE, WAS MADE TO GARETH RHYS WILLIAMS. THIS IS BEING REPLACED BY
        GRANTING HIM AN EQUIVALENT OPTION ON A MAXIMUM OF 142,857 SHARES AT AN
        EXERCISE PRICE OF £3.50 PER SHARE UNDER THE RULES OF THE (1996)
        UNAPPROVED EXECUTIVE SHARE OPTION SCHEME, THE SCHEME USED AS THE
        COMPARABLE FOR THE CASH BONUS SCHEME. THERE IS A TRANSITIONAL
        ARRANGEMENT FOR THE CASH BONUS SCHEME TO RUN IN TANDEM WITH THE SHARE
        OPTION. IF, AND TO THE EXTENT THAT, THE CASH BONUS IS NOT TRIGGERED BY
        MR RHYS WILLIAMS PRIOR TO THE FIRST OCCASION UPON WHICH HE BECOMES
        ENTITLED TO EXERCISE THE SHARE OPTION GRANTED TODAY, THE CASH BONUS
        SCHEME WILL LAPSE AND WILL BE REPLACED BY THE SHARE OPTION.

  24.Name of contact and telephone number for queries

        R D PEATE 020 8939 4650

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

        Date of Notification.....19 SEPTEMBER 2002.............................



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