Director Shareholding

Capital & Regional plc
22 April 2004

Capital & Regional plc - Directors' Interests







Capital & Regional plc announces that on  the Company's remuneration committee
made conditional share awards,effective from 20 April 2004, in accordance with
the Long Term Incentive Plan.  The executive directors, together with other
employees, are potential beneficiaries and are therefore treated as having an
interest.



In the event that the company achieves a post tax return on equity averaging 18%
per annum for the three year period ending 31 December 2006, the maximum of
466,335 shares will vest in favour of key executives under the scheme,
representing 0.79% of the current issued share capital.  A lower number of
shares will vest at lower returns down to a minimum of 10%, in line with the
rules of the scheme.



The maximum number of shares which could be received by each director is:
Martin Barber (55,000), Xavier Pullen (52,000), Ken Ford (50,000), Andrew
Lewis-Pratt (50,000), P-Y Gerbeau (45,000) and William Sunnucks (40,000).  A
further 174,335 shares could be received by key executives who are not main
board members.



The independent trustee of the Capital & Regional plc Employee Share Ownership
Trust has on 21 April 2004 also purchased 35,000 ordinary shares at a price of
£4.98 per ordinary share to hold the shares for delivery to the participants
eligible to participate in the Company's Long Term Incentive Plan.



Following the transaction, the independent trustee holds a total of 1,488,411
ordinary shares.



The following executive directors, together with other employees, are potential
beneficiaries and are therefore treated as having interest:  Mr. M. Barber, Mr.
X. Pullen, Mr. W. Sunnucks, Mr. K. Ford, Mr. A. Lewis-Pratt and Mr. P-Y Gerbeau.





                               -          ENDS -





Further information from:



Tom Chandos, Capital & Regional plc      Tel:  [phone]






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