Director Shareholding

Worthington Group PLC
3 September 2001


                                 SCHEDULE 11


         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


 1. Name of Company


    Worthington Group plc


 2. Name of Director


    J C Dwek


 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


    As in 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)


    J C Dwek - Purchase of 16,183,081 ordinary shares

    Penmarric plc - Sale of 16,183,081 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)


    Penmarric being a company controlled by J C Dwek's family.


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


    Purchase

    Sale


 7. Number of shares/amount of stock acquired


    16,183,081


 8. Percentage of issued class


    13.7%


 9. Number of shares/amount of stock disposed


    16,183,081


10. Percentage of issued class


    13.7%


11. Class of security


    Ordinary Shares


12. Price per share


    8.00125 pence - purchase

    8p - sale


13. Date of transaction


    31st August 2001


14. Date company informed


    31st August 2001


15. Total holding following this notification


    16,183,081


16. Total percentage holding of issued class following this notification


    13.7%


    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


    Stephen Fletcher, [phone]

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


Stephen Fletcher, Finance Director


Date of Notification: 3rd September 2001