Director Shareholding

Carillion PLC
07 February 2003


                         Transfer of Shares by the
            Carillion plc Qualifying Employee Share Ownership Trust


The trustee company of the Carillion plc Qualifying Employee Share Ownership
Trust (the Trust) today transferred 38,688 Carillion plc ordinary shares of 50p
each (0.018% of the issued share capital) pursuant to the exercise by employees
of options under the Carillion plc Sharesave Scheme 1999.


This transaction was formally notified to Carillion plc (the Company) today, 7
February 2003. The total holding of the Trust following this transaction is
750,613 ordinary shares being 0.35% of the issued share capital.


The executive directors of the Company are included as potential beneficiaries
under the terms of the Trust and are deemed to be interested in those shares and
the dealings thereof.


Tim George
Deputy Company Secretary
Carillion plc
7 February 2003

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