Director Shareholding

RM PLC
26 March 2003

26th March 2003



                                     RM plc


          Co-Investment Plan and notification of Directors' interests



RM plc, the UK's leading supplier of ICT and services to education, today
notifies shareholders of changes in Directors' and senior executives' interests
following the initial operation of the RM plc Co-Investment Plan.

The RM plc Co-Investment Plan (the 'Plan') provides a long-term incentive plan
for RM's senior management team.  It was proposed by the Group's Remuneration
Committee as a more effective means of aligning the interests of RM's senior
executives with those of shareholders than the current share option scheme.  The
Plan, including performance conditions, was approved by shareholders at RM's AGM
on the 29th January 2003.

Under the Plan participating senior executives of RM are required to hold shares
in RM ('investment shares') and, if certain performance conditions are achieved
over a period of time, they will be granted free additional shares ('matching
shares') to match these investment shares.  RM has introduced guidelines with
the Plan, under which participating senior executives are expected to build a
personal shareholding in the business (equivalent to 50% of basic salary for
executive Directors, and 25% of basic salary for other executives).

Tim Pearson, CEO, has today disclosed to the Company that he has acquired 9,096
ordinary shares at a price of 109p to be held in his name as investment shares
under the terms of the Plan.  Tim Pearson will contribute an additional 45,103
ordinary shares, which he already owns, to be held in his name as investment
shares under the terms of the Plan.

Tim Pearson has further disclosed to the Company an interest in 162,597 matching
shares awarded to him under the Plan in proportion to investment shares as
described above.  Some or all of these matching shares may be released to him by
the trustee of the Plan on 15th December 2005 if the performance conditions are
met.

Mike Greig, Group Finance Director, has today disclosed that he will contribute
37,066 ordinary shares, which he already owns, to be held in his name as
investment shares under the terms of the Plan.

Mike Greig has further disclosed to the Company an interest in 111,198 matching
shares awarded to him under the Plan in proportion to investment shares as
described above.  Some or all of these matching shares may be released to him by
the trustee of the Plan on 15th December 2005 if the performance conditions are
met.

In aggregate, RM's senior management team holds 384,495 ordinary shares as
investment shares under the terms of the Plan.  Of these 155,999 were purchased
today by senior executives.

The Group intends, where possible, to make market purchases of ordinary shares
to satisfy any obligations that may arise under the Plan.  The cost of providing
these matching shares will be charged to the profit and loss account over the
three-year performance period.





                                    - Ends -



For further information, please contact:
Eric Hollinrake/Phil Hemmings, RM plc                         08709 200200




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