Director Shareholding

Brown (N.) Group PLC
1 June 2001


The company has been informed on the 31 May 2001 that : (a) on 29th May 2001, 
25 shares in the Company, which were acquired by N Brown Group Employee Trustees
Limited ('the Trustee') earlier on that date, were declared by the Trustee to be
held on the trusts of the N Brown Group plc No.2 Employee Share Ownership Trust
('the No.2 Trust'); and (b) on the 30th May 2001, the Trustee as trustee of the
No.2 Trust sold 57,586 shares in the Company to various employees within the
group on exercise of their long term incentive plan awards and purchased 57,586
shares in the Company to be held on the trusts of the No.2 Trust. As a
consequence, the number of shares held by the No.2 Trust, in which Mr Jim Martin
(Chief Executive) and Mr Tim Kowalski (Finance Director) together with other
employees within the group, are technically interested as potential
beneficiaries, has increased from 286,306 shares to 286,331 shares.

The total consideration received for the sale referred to above was £5.