Directors' Dealings

HEADLAM GROUP PLC
2 September 1999


HEADLAM GROUP plc -
ACQUISITION OF SHARES BY THE HEADLAM SHARE TRUST AND GRANT OF AWARDS
TO DIRECTORS

The Company was notified today that the trustees of the Headlam
Employees Share Trust acquired on 1 September 1999, 100,000 Ordinary
shares of 5 pence each (0.0012 per cent of the issued share capital)
to be held as part of the trust fund to meet the obligation of the
Trust at a price of 427.5 pence each.  The following directors are
potential beneficiaries of the Trust.

The Company was further notified that a grant of awards pursuant to
The Headlam 1999 Equity Participation Plan was made today to the
following directors by the Trustees of The Headlam Employees' Share
Trust:

                        Number of ordinary      Total exercise price
                        shares of 5 pence over
                        which awards were
                        granted
                                                
I Kirkham               25,731                  £5,501.00
S G Wilson              18,713                  £4,000.90
A J Brewer              18,713                  £4,000.90


These awards are exercisable six months from the date of notification
by the Trustees of The Headlam Employees' Share Trust that performance
conditions for a period ending 31 December 2001 have been met.

Exercise of the awards is subject to performance conditions referable
to the company's performance by reference to Earnings Per Share and
Total Shareholder Return and the payment of the total exercise price.