Director Shareholding

Morgan Sindall PLC
20 August 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


        All relevant boxes should be completed in block capital letters.

1.   Name of company                                     2.   Name of director

     MORGAN SINDALL PLC                                       John Michael Bishop

3.   Please state whether notification indicates that it 4.   Name of the registered holder(s) and, if more than one
     is in respect of holding of the shareholder named        holder, the number of shares held by each of them (if
     in 2 above or in respect of a non-beneficial             notified)
     interest or in the case of an individual holder if
     it is a holding of that person's spouse or children      Legis Trust Limited
     under the age of 18 or in respect of an
     non-beneficial interest

     As 2 above


5.   Please state whether notification relates to a      6.   Please state the nature of the transaction. For PEP
     person(s) connected with the director named in 2         transactions please indicate whether general/single
     above and identify the connected person(s)               co PEP and if discretionary/non discretionary /non
                                                              discretionary
     As 2 above
                                                              Relinquishment of interest in 4,910 shares being equal in
                                                              value to the tax payable by the director of £14,361.75 in
                                                              respect of shares transferable to the director by the
                                                              trustees of the Company's employees' benefits trust
                                                              pursuant to the Morgan Sindall Long Term Incentive Plan.
                                                              The trustees and the Company have entered into
                                                              arrangements for the tax to be paid.

7.   Number of shares/      8.    Percentage of issued   9.   Number of shares/amount of 10.  Percentage of issued class
     amount of stock              class                       stock disposed
     acquired
                                  Nil                         4,910
     Nil                                                                                      0.01

11. Class of security      12.   Price per share        13.    Date of transaction      14.   Date company informed

    5p Ordinary                  292.50p                       20 August 2002                 20 August 2002

                                 (see 6 above)

15.  Total holding following this notification           16.    Total percentage holding of issued class following this
                                                                notification
     25,178
                                                                0.06

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

     N/A                                                      N/A

19.  Total amount paid (if any) for grant of the option  20.  Description of shares or debentures involved: class,
                                                              number
     N/A
                                                              N/A

21.  Exercise price (if fixed at time of grant) or       22.  Total number of shares or debentures over which options
     indication that price is to be fixed at time of          held following this notification
     exercise
                                                              N/A
     N/A

23.  Any additional information                          24.  Name of contact and telephone number for queries

     N/A                                                      W R Johnston, tel no: 020 7307 9230

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

     W R JOHNSTON

Date of notification 20 August 2002


                      This information is provided by RNS
            The company news service from the London Stock Exchange