Director Shareholding

Worthington Group PLC
17 December 2002


                                  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 16,293,081 shares

    Penmarric plc 1,250,000 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)

    As above

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

    Purchase of shares

 7. Number of shares/amount of stock acquired

    500,000 shares

 8. Percentage of issued class

    0.4%

 9. Number of shares/amount of stock disposed

    N/A

10. Percentage of issued class

    N/A

11. Class of security

    Ordinary Shares of 10p

12. Price per share

    3p

13. Date of transaction

    13th December 2002

14. Date company informed

    16th December 2002

15. Total holding following this notification

    18,043,081 shares 16,293,081 shares in name J C Dwek

    1,250,000 shares in name of Penmarric plc

    500,000 shares in the name of Penmarric Consultants Limited

16. Total percentage holding of issued class following this notification

    15.3%

    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

    T G Roberts 01625 615108

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


        T G Roberts - Company Secretary



Date of Notification: 17th December 2002


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