Director Shareholding

Boot(Henry) PLC
4 February 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)        Name of company

Henry Boot PLC

2)  Name of director

Mr Edward James Boot

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

In respect of the Director

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

Edward James Boot                                 626,844
Mrs Susan Philippa Boot                           257,000
Mrs Joan Margaret Boot & Edward James Boot         78,550
A/c E H Boot, Deceased, Settlement
Mrs Joan Margaret Boot, Edward James Boot         145,175
& Jonathan Hamer Boot A/c EJB 1
Edward James Boot A/c Childrens Nominee            24,910
Edward James Boot & Mrs Susan Philippa Boot        76,190
A/c EJB 1995 Settlement
Mrs Susan Philippa Boot & Edward James Boot        76,190
A/c SPB 1995 Settlement

TOTAL                                           1,284,859

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

No

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 SAYE Share Options

7)  Number of shares/amount of
    stock acquired

3,382

8)  Percentage of issued class

0.013%

9)  Number of shares/amount
    of stock disposed
N/A

10) Percentage of issued class

N/A

11) Class of security

Ordinary Shares of 10p each

12) Price per share

204p (option exercise price)

13) Date of transaction

1 February 2002

14) Date company informed

4 February 2002

15) Total holding following this notification

1,288,241

16) Total percentage holding of issued class following this notification

4.99%

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

17) Date of grant

N/A

18) Period during which or date on which exercisable

N/A

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

N/A

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

N/A

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

N/A

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

N/A

23) Any additional information

N/A

24) Name of contact and telephone number for queries

Mr A P Cooper
Financial Director
[phone]

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

Mr G W Hawksley

Deputy Company Secretary


    Date of Notification: 04 February 2002



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