Director Shareholding

Carillion PLC
20 April 2004


                            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) has transferred 8,225 Carillion plc ordinary shares of 50p
each (0.004% of the issued share capital) pursuant to the exercise of options
under the Carillion plc Sharesave Scheme 1999.

This transaction was formally notified to Carillion plc (the Company) today, 20
April 2004. The total holding of the Trust following this transaction is
1,297,603 ordinary shares (0.6% 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
20 April 2004




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