Director Shareholding

Rentokil Initial PLC
8 April 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

Rentokil Initial plc

2) Name of director

Sir Clive Malcolm Thompson

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

Director's Holding

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

Trustees of the Rentokil Employee Share Scheme

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

Appropriation under the Rentokil Employee Share Scheme

7) Number of shares/amount of
stock acquired

2941

8) Percentage of issued class

0.00015

9) Number of shares/amount
of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

ordinary shares of 1 pence each

12) Price per share

272 pence

13) Date of transaction

8th April 2002

14) Date company informed

8th April 2002

15) Total holding following this notification

5,803,649

16) Total percentage holding of issued class following this notification

0.2987

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

Paul Griffiths - 01342 830332

25) Name and signature of authorised company official responsible for
making this notification Paul Griffiths, Administration Director

Date of Notification.....8th April 2002.............................




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