Director Shareholding

Close Brothers Group PLC
20 November 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

CLOSE BROTHERS GROUP plc

2)  Name of director

B.M. WINTERFLOOD

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
non-beneficial interest or in the case of an individual holder if it is a
holding of that person's spouse or children under the age of 18 or in respect
of a non-beneficial interest

DIRECTOR NAMED IN 2

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

DIRECTOR NAMED IN 2

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

EXERCISE OF OPTIONS AND SALE


7)  Number of shares/amount of
    stock acquired

77,500

8)  Percentage of issued class



0.057%

9)  Number of shares/amount
    of stock disposed

77,500

10) Percentage of issued class

0.057%



11) Class of security

ORDINARY SHARES OF 25P EACH




12) Price per share

PURCHASE (35,000) £3.30 AND (42,500) £4.175



SALE £8.85

13) Date of transaction

20/11/01

14) Date company informed

20/11/01

15) Total holding following this notification

4,913 ORDINARY SHARES AND 65,360 OPTIONS

16) Total percentage holding of issued class following this notification

0.004%

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

R.D. SELLERS 020 7655 3100

25) Name and signature of authorised company official responsible for
    making this notification





    Date of Notification  20/11/01