Director Shareholding

Rathbone Brothers PLC
5 June 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

Rathbone Brothers Plc

2) Name of director

Viscount Lifford

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

Beneficial in respect of a child under the age of 18


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)

Minor child of director

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

Sale 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

1,936

10) Percentage of issued class

.001%

11) Class of security

Ordinary shares of 5p

12) Price per share

£8.22

13) Date of transaction

31 May 2002

14) Date company informed

31 May 2002

15) Total holding following this notification

Beneficial - 85,511

Non-beneficial - 22,023

16) Total percentage holding of issued class following this notification

Beneficial - 0.23%

Non-beneficial - 0.06%

17) Name of contact and telephone number for queries

Richard Loader 020 7399 0000

18) Date of notification

5 June 2002




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