Henderson Geared Inc & Gwth Tst PLC
23 November 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

HENDERSON GEARED INCOME & GROWTH TRUST PLC

2) Name of director

MR H J DE SAUSMAREZ

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

AS 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)

HENDERSON NOMINEES LIMITED A/C PEP

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

DIRECTOR IN 2 ABOVE

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

GENERAL ISA/PEP REINVESTMENT OF DIVIDEND INCOME

7) Number of shares/amount of
stock acquired

329

8) Percentage of issued class

INSIGNIFICANT

9) Number of shares/amount
of stock disposed

-

10) Percentage of issued class

-

11) Class of security

INCOME ORDINARY SHARES

12) Price per share

136P

13) Date of transaction

22 NOVEMBER 2001

14) Date company informed

23 NOVEMBER 2001

15) Total holding following this notification

21,816

16) Total percentage holding of issued class following this notification

LESS THAN 0.1%



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

17) Date of grant



18) Period during which or date on which exercisable



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



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



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



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



23) Any additional information



24) Name of contact and telephone number for queries

MS D J TRICKETT - 020 7818 4576

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

MS D J TRICKETT, FOR AND ON BEHALF OF HENDERSON SECRETARIAL SERVICES LIMITED,
SECRETARY

Date of Notification - 23 NOVEMBER 2001