Director Shareholding

Rathbone Brothers PLC
22 March 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    Rathbone Brothers Plc

 2. Name of director

Roy Alfred Morris

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.

Notification is in respect of the both the holding of the shareholder named in 2
above and his spouse.

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

Rathbone Nominees Limited

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

Notification is in respect of the both the holding of the shareholder named in 2
above and his spouse, Mrs Veronica Frances Morris

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

Sales for value

7) Number of shares/amount of
stock acquired

N/A

8) Percentage of issued class

N/A

9) Number of shares/amount
of stock disposed

R A Morris               2,000
Mrs V F Morris           1,000


10) Percentage of issued class

R A Morris               0.006%
Mrs V F Morris           0.003%



11) Class of security

Ordinary shares of 5p



12) Price per share

£8.15

13) Date of transaction

22 March 2002

14) Date company informed

22 March 2002

15) Total holding following this notification

Beneficial               297,244

Non-beneficial            14,250

16) Total percentage holding of issued class following this notification

Beneficial               0.82%

Non-beneficial           0.04%


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



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



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



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



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



23) Any additional information



24) Name of contact and telephone number for queries

Richard Loader, Company Secretary

Telephone number 020 7399 0000

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

Date of Notification     22 March 2002




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