Director Shareholding

Carillion PLC
18 February 2005


                            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, 18 Febuary 2005, transferred 81,558 Carillion plc
ordinary shares of 50p each (0.04% 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) on 18
February 2005. The total holding of the Trust following this transaction is nil
ordinary shares.

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
18 February 2005




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