RNS Number:8960Q
ICAP PLC
14 October 2003

                       SCHEDULE 11

     NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                        PERSONS


1)  NAME OF COMPANY

     ICAP PLC

2)  NAME OF DIRECTOR

    MR MICHAEL SPENCER

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 an non-beneficial interest

     MR M SPENCER AND MRS SPENCER

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    INTERCAPITAL PRIVATE GROUP LIMITED          1,272,914
    INCAP NETHERLANDS (HOLDINGS) BY            25,109,141
    MICHAEL SPENCER                               175,000
    HELD IN TRUST FOR CHILDREN                     10,000

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)



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

    TRANSFER OF SHARES

7)  Number of shares/amount of
    stock acquired



8)  Percentage of issued Class



9)  Number of shares/amount
    of stock disposed

     3,000

10) Percentage of issued Class

     0.003%

11) Class of security

     ORDINARY SHARES 50P

12) Price per share

     (NOT YET DETERMINED)

13) Date of transaction

     14.10.03

14) Date company informed

    14.10.03

15) Total holding following this notification

     INTERCAPITAL PRIVATE GROUP LIMITED          1,269,914
     INCAP NETHERLANDS (HOLDINGS)BV             25,109,141
     MICHAEL SPENCER                               175,000
     HELD IN TRUST FOR CHILDREN                     10,000

16) Total percentage holding of issued class following this notification

     INTERCAPITAL PRIVATE GROUP LIMITED          1.10%
     INCAP NETHERLANDS (HOLDINGS)BV             21.83%
     MICHAEL SPENCER                             0.15%
     HELD IN TRUST FOR CHILDREN                  0.008%


     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

     SEE BELOW APPENDIX

24) Name of contact and telephone number for queries

    KATHRYN DICKINSON  020 7463 4366


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

    Date of Notification    14 OCTOBER 2003                             



APPENDIX

Itercapital Private Group Limited ("IPGL") has arrangement in place whereby 
ICAP plc shares will be transferred to minority shareholders IPGL's subsidiary,
Intercapital Brokerage Services Limited.  These transfers are pursuant to that
arrangement.  The arrangement dates back to the merger between Intercapital plc
and Exco plc in 1998.  The balance of the entitlement now amounts to 225, 143 of 
ICAP representing 0.20% of the outstanding shares of the company.

Because Michael Spencer owns more that one third of the shares in Intercapital 
Private Group Limited, he is deemed by the Companies Act, 1985 to be interested
in all the shares owned by it.  His economic interest in ICAP plc is not altered 
by this transaction.

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

END

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