Director Shareholding

Morgan Sindall PLC
12 August 2003

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

MORGAN SINDALL PLC


2)  NAME OF DIRECTOR

JOHN MICHAEL BISHOP


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 an non-beneficial interest

AS 2 ABOVE


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

LEGIS TRUST LIMITED JMB ACCT      23,423 ORDINARY SHARES

J M BISHOP                        25,183 ORDINARY SHARES


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

N/A


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

RELINQUISHMENT OF INTEREST IN 9,370 SHARES BEING EQUAL IN VALUE TO THE TAX
PAYABLE BY THE DIRECTOR OF £31,155.25 IN RESPECT OF 23,423 SHARES TRANSFERABLE
TO THE DIRECTOR AS AT 1 AUGUST 2003 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;
AND

SEPARATELY THE SALE OF 20,000 SHARES FROM EXISTING HOLDING OF 25,183 SHARES


7)  Number of shares/amount of
    stock acquired

NIL


8)   (NIL %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

9,370 ORDINARY SHARES RELINQUISHED (AS DETAILED IN 6 ABOVE)

20,000 ORDINARY SHARES SOLD (AS DETAILED IN 6 ABOVE)


10)  ( %)
    of issued Class

0.02%(9,370 ORDINARY SHARES RELINQUISHED AS DETAILED IN 6 ABOVE)

0.04%(20,000 ORDINARY SHARES SOLD AS DETAILED IN 6 ABOVE)


11) Class of security

5P ORDINARY


12) Price per share

9,730 AT £3.325 (ORDINARY SHARES RELINQUISHED AS DETAILED IN 6 ABOVE)

20,000 AT £3.30 (ORDINARY SHARES SOLD AS DETAILED IN 6 ABOVE)


13) Date of transaction

11 AUGUST 2003


14) Date company informed

11 AUGUST 2003


15) Total holding following this notification

LEGIS TRUST LIMITED JMB ACCT      12,508 ORDINARY SHARES

JOHN MICHAEL BISHOP               19,231 ORDINARY SHARES


16) Total percentage holding of issued class following this notification

0.02%     (12,508 ORDINARY SHARES HELD BY LEGIS TRUST LIMITED)
0.04%     (19,231 ORDINARY SHARES HELD BY JOHN MICHAEL BISHOP)


     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

W R JOHNSTON, TEL NO: 020 7307 9230


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

    Date of Notification     12 AUGUST 2003                                 




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