Director Shareholding

Boot(Henry) PLC
03 September 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)


    Ordinary Shares of 10 pence each


                                                  Beneficial      Non-Beneficial

    - Edward James Boot                               652,651
    - Mrs Susan Philippa Boot                         257,000
    - Mrs Joan Margaret Boot & Edward James Boot
      A/c E H Boot, Deceased Settlement               78,550              78,550
    - Mrs Joan Margaret Boot, Edward James Boot
      & Jonathan Hamer Boot A/c EJB I                145,175
    - Edward James Boot A/c Childrens Nominee         24,910
    - Edward James Boot & Mrs Susan Philippa Boot
      A/c EJB 1995 Settlement                         76,190
    - Mrs Susan Philippa Boot & Edward James Boot
      A/c SPB 1995 Settlement                         76,190
    - Mrs Joan Margaret Boot
      (Mr E J Boot & Mr J H Boot as Power of Attorney)                    28,000
    - Rensburg Client Nominees Limited A/c CLT                           107,500

                                                   1,310,666             214,050

    Cumulative Preference Shares

    - Edward James Boot                                10,453
    - Mrs Joan Margaret Boot                                               8,301
      (Mr E J Boot & Mr J H Boot as Power of Attorney)
                                                      10,453               8,301

     (All above as previously notified)


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

    Transfer from Executor of J M Boot deceased to E J Boot


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

    Non-beneficial to beneficial

7)  Number of shares/amount of
    stock acquired

    14,000 - Ordinary Shares

    4,150 - Cumulative Preference Shares


8)  Percentage of issued class


    0.05% - Ordinary Shares

    1.04% - Cumulative Preference Shares

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 / Cumulative Preference Shares of £1.00 each

12) Price per share

    N/A


13) Date of transaction

    18 August 2002


14) Date company informed


    02 September 2002

15) Total holding following this notification


    Ordinary Shares of 10 pence each



                                                  Beneficial      Non-Beneficial

    - Edward James Boot                               666,651
    - Mrs Susan Philippa Boot                         257,000
    - Edward James Boot
      A/c E H Boot, Deceased Settlement               78,550              78,550
    - Edward James Boot
      & Jonathan Hamer Boot A/c EJB I                145,175
    - Edward James Boot A/c Childrens Nominee          24,910
    - Edward James Boot & Mrs Susan Philippa Boot
      A/c EJB 1995 Settlement                         76,190
    - Mrs Susan Philippa Boot & Edward James Boot
      A/c SPB 1995 Settlement                         76,190
    - Rensburg Client Nominees Limited A/c CLT                           107,500

                                                   1,324,666             186,050

    Cumulative Preference Shares

    - Edward James Boot                                14,603

                                                       14,603


16) Total percentage holding of issued class following this notification



    5.12% - Ordinary Shares (Beneficial)

    0.72% - Ordinary Shares (Non-Beneficial)



    3.65% - Cumulative Preference Shares (Beneficial)

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

Mr E J Boot held Power of Attorney for his Mother, Mrs J M Boot, and thus had a
non-beneficial interest in her shares.

    Mrs J M Boot died on 18 February 2002 and Mr E J Boot retained a
non-beneficial interest in Mrs J M Boot's shares as Executor of her Estate.

    By virtue of share transfers dated 18 August 2002, registered on 23 August
2002, Solicitors acting for the Executor transferred 14,000 Ordinary Shares and
4,150 Cumulative Preference Shares to Mr E J Boot as a beneficiary under the
Estate and this has increased his beneficial holdings accordingly.


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



    G W Hawksley

    Deputy Company Secretary

    [phone]


    Date of Notification 03 September 2002



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