Directors' Dealings

INCHCAPE PLC
14 July 1999


LETTER TO COMPANY ANNOUNCEMENTS OFFICE 

NOT1FICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

We refer to the publication of the circular to shareholders dated 28 April, 1999
regarding  payment  of a special dividend and share consolidation.  An  ordinary
resolution was passed at the Company's Extraordinary General Meeting on 14  May,
1999  relating to the consolidation of six ordinary shares of 25 pence  each  in
the  capital of the Company into one new ordinary share of 150 pence each in the
capital of the Company.

As  a consequence of the payment of a special dividend of 100 pence per share on
9  July,  1999  and  the  share consolidation, the interests  of  directors  and
connected persons are notified as follows:

Beneficial Holdings

                  Ordinary Shares   Reinvestment for        Ordinary Shares of
                of 25p each held    special dividend        150p each held post
                pre-consolidation   paid 9 July 1999        consolidation


A G L Alexander    10,000              -                     1,666

A M Ferguson        1,601              -                       266
- PEP holding         694        (information awaited)         115
- ISA holding       8,984            12,902                  3,647
                  -------                                   ------   
                   11,279                                    4,028
                  =======                                   ======
     
P W Johnson        23,496              -                     3,916
 (PEP holding)

Lord Marshall      22,462              -                     3,743
H E Norton          3,000              -                       500
S Robertson         6,000              -                     1,000

L G Strong         1,744                -                      290

T H Taylor        31,626                -                    5,271
  - PEP holding    4,940      (information awaited)            823
  - ISA holding    9,561           13,736                    3,882
                 -------                                    ------
                  46,127                                     9,976
                 =======                                    ======   

     All fractional entitlements arising out of the consolidation were
     aggregated into new ordinary shares of 150 pence each and the whole number
     of shares arising from such aggregation were sold on Monday 12 July, 1999
     at a price of £3.95. The net proceeds of sale will be paid to each
     shareholder in proportion to the fractional entitlements which such
     shareholder would otherwise have been entitled to.

     Ajustments have also been made to existing awards under the Company's Long
     Term Incentive Plan and Share Option Schemes as follows:

     Long Term Incentive Plan
                                     Notional       Total Number   Total Number
                                     increase       of Ordinary    of Ordinary
                       Ordinary    for Special    shares of 25p    Shares of
 Name of    Date of    Shares of   Dividend paid  held (pre        150p (post
 Director    Award     25p held    9 July, 1999   consolidaton)   consolidation)

P W Johnson  01.07.96   74,148      121,213         195,361         32,560
P W Johnson  21.04.97   88,019      143,889         231,908         38,651

T H Taylor  01.07.96    61,789      101,010         162,799         27,133
T H Taylor  21.04.97    73,349      119,907         193,256         32,209


The Inchcape Executive Share Options
                                                                   Adjusted 
                                                                   options
Name of         Date of     Option   Outstanding   Adjusted        following
Director        Grant       price    options       Option price   consolidation

A M Ferguson   21.11.91     £3.6279   17,934       £21.7674        2,989
A M Ferguson   22.05.92     £5.0700   11,300       £30.4200        1,883
A M Ferguson   09.06.93     £5.8500    7,600       £35.1000        1,266
A M Ferguson   28.04.94     £5.5100    7,800       £33.0600        1,300
A M Ferguson   27.04.95     £3.1200    9,600       £18.7200        1,600
A M Ferguson   18.04.96     £3.1400   11,100       £18.8400        1,850
A M Ferguson   17.04.97*    £2.6300   19,000       £15.7800        3,166
 
P W Johnson    27.04.95     £3.1200  192,000       £18.7200       32,000

     * Granted under the Inchcape International Share Option Scheme



                                                                   Adjusted
                                                                   options
  Name of        Date of    Option    Outstanding   Adjusted       following
  Director       Grant      price     options       Option price   consolidation
   
  T H Taylor    22.05.92     £5.0700    48,600      £30.4200          8,100
  T H Taylor    09.06.93     £5.8500    12,000      £35.1000          2,000
  T H Taylor    28.04.94     £5.5100     3,800      £33.0600            633

     * Granted under the Inchcape International Share Option Scheme


   The Inchcape SAYE Share Option Scheme
                                                                  Adjusted
                                                                  options
 Name of       Date of   Option     Outstanding    Adjusted       following
 Director      Grant     price      options        Option price   consolidation
 
 A M Ferguson  22.05.95    £2.5000    1,380        £15.0000          230

 P W Johnson   30.05.97    £2.2600    4,314        £13.5600          719

 T H Taylor    22.05.95    £2.5000    4,140        £15,0000          690
 T H Taylor    30.05.97    £2.2600    1,725        £13.5600          287

LETTER FROM INCHCAPE PLC