RNS Number:4500J
Warner Estate Holdings PLC
31 March 2003

                   Warner Estate Holdings PLC ("the Company")

                            Directors' Shareholding


Messrs. P C T Warner, P W Collins and R Moore, Directors of the Company, each
purchased 74 Ordinary shares in the Company today at 332p each under the
Company's All Employee Share Ownership Plan ("the AESOP"). Each Director
purchased 37 of their shares as Partnership Shares and 37 shares each were
purchased by the Company as Matching Shares under the rules of the AESOP. All
shares were purchased on their behalf by Capita IRG Trustees Limited, the
Trustee of the AESOP. The Trustee will hold the Shares in Trust for a minimum
period of five years following the date of the purchase. The shares purchased
represent less than 0.001 per cent. of the Company's issued ordinary share
capital.


The Directors' total interests under the AESOP are as follows:-


                        No. of         No. of      No. of Dividend   No. of Free     Total
                      Partnership     Matching          Shares          Shares
                        Shares         Shares
                                                                                     
P C T Warner              691            691              0              888         2,270
P W Collins               691            691              95             888         2,365
R Moore                   691            691              95             888         2,365


The Directors' other interests in the shares of the Company are unchanged.

Date: 31 March 2003.


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

RDSUARBROAROOAR