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GKN PLC (GKN)

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Monday 23 September, 2002

GKN PLC

Director Shareholding

GKN PLC
23 September 2002


                                    GKN plc

                   Director's Interests in Shares of GKN plc


An award of a conditional right to 89,059 50p ordinary shares of GKN plc (the 
'Company') under the GKN Overseas Directors and Senior Executive Long Term
Incentive Plan 2001 (the 'Plan') was made today to Mr C J Keating who was
appointed an Executive Director of the Company with effect from 19 August 2002.

Under the terms of the Plan, shares only become capable of release to
participants to the extent that certain performance criteria are satisfied by
the Company over the 3 year measurement period which commenced on 1 January
2002.  Release is also conditional upon the participant satisfying a personal
shareholding requirement.  Shares will not be released to Executive Directors
for a further 2 years.


G. Denham
Company Secretary

23 September 2002



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