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Wednesday 24 May, 2000


Directors' Notification of Dealing in Shares

23 May 2000

Directors' Interests in Shares of GKN plc

On 23 May 2000 GKN Employee Benefit Trustees Ltd, the trustee of the
discretionary trust (the 'Trust') established to facilitate the operation of the
GKN plc Directors and Senior Executive Long Term Incentive Plan (the 'Plan'),
released to participants in the Plan a total of 5,000 50p ordinary shares.

The number of shares released represents less than 0.01% of the issued share
capital of GKN plc.  A total of 3,254,495 shares are now held by the Trust,
representing 0.45% of the issued share capital.

As potential beneficiaries of the Trust (together with certain other executives
of the GKN Group), the Executive directors of the Company (other than Mr. S.
Kalyandjian) have an interest in the shares held by the Trust.

From:  G. Denham
       Company Secretary