Director Shareholding

Carillion PLC
11 December 2002

Acquisition of Shares by the

            Carillion plc Qualifying Employee Share Ownership Trust



We were notified on 4 December 2002 that the trustee company of the Carillion
plc Qualifying Employee Share Ownership Trust acquired on 4 December 2002 at a
price of 115.5p per share, 180,646 ordinary shares of 50p each (less that 1% of
the issued share capital) to be held as part of the trust fund to satisfy SAYE
options granted to employees. The following director is potentially a
beneficiary under the terms of the Qualifying Employee Share Ownership Trust:



RW Robinson



Tim George
Deputy Company Secretary
11 December 2002




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