RNS Number:1585I
Warner Estate Holdings PLC
28 February 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 78 Ordinary shares in the Company today at 327p each under the
Company's All Employee Share Ownership Plan ("the AESOP"). Each Director
purchased 39 of their shares as Partnership Shares and 39 shares each were
purchased by the Company as Matching Shares under the rules of the AESOP. Messrs
P W Collins and R Moore also each purchased 50 Ordinary shares in the Company
today at 327p each in respect of Dividend Shares under 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, with the Matching shares
being held for a minimum period of five years following the date of the purchase
and the Dividend Shares being held for a minimum period of three 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
                      Partnership     Matching          Shares          Shares
                        Shares         Shares

                                                                                     Total
P C T Warner              654            654              0              888         2,196
P W Collins               654            654              95             888         2,291
R Moore                   654            654              95             888         2,291




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





Date: 28 February 2003.
















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