UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For March 3, 2004 BUNZL PLC (Exact name of Registrant as specified in its charter) ENGLAND (Jurisdiction of incorporation or organisation) 110 Park Street, London W1K 6NX (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F..X.. Form 40-F..... (Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes ..... No ..X.. (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ) NOT APPLICABLE INDEX Description 1. Press release dated March 3, 2004 - Director Shareholding SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company BUNZL PLC 2. Name of director ANTHONY JOHN HABGOOD AND DAVID MICHAEL WILLIAMS 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 a non-beneficial interest DIRECTORS NAMED IN 2 ABOVE 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) N/A 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) NO 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary N/A 7. Number of shares / amount of stock acquired N/A 8. Percentage of issued class N/A 9. Number of shares/amount of stock disposed N/A 10. Percentage of issued class N/A 11. Class of security ORDINARY SHARES OF 25P EACH 12. Price per share N/A 13. Date of transaction 3 MARCH 2004 14. Date company informed 3 MARCH 2004 15. Total holding following this notification N/A 16. Total percentage holding of issued class following this notification N/A If a director has been granted options by the company please complete the following boxes. 17. Date of grant N/A 18. Period during which or date on which exercisable N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved: class, number N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise N/A 22. Total number of shares or debentures over which options held following this notification N/A 23. Any additional information THE DIRECTORS LISTED BELOW HAVE TODAY NOTIFIED THE COMPANY THAT THE FOLLOWING AWARDS HAVE BEEN MADE UNDER THE COMPANY'S DEFERRED ANNUAL SHARE BONUS SCHEME ("THE SCHEME") AS A RESULT OF WHICH THEY HAVE A RIGHT TO ACQUIRE FROM THE BUNZL GROUP GENERAL EMPLOYEE BENEFIT TRUST THE NUMBER OF ORDINARY 25P SHARES OF THE COMPANY INDICATED BELOW FOR NIL CONSIDERATION ON 1 MARCH 2007 SUBJECT TO THE RULES OF THE SCHEME. DIRECTORS DATE NO. OF SHARES A J HABGOOD 3 MARCH 2004 57,994 D M WILLIAMS 3 MARCH 2004 30,930 24. Name of contact and telephone number for queries MISS A MARTIN 020-7495-4950 25. Name and signature of authorised company official responsible for making this notification MR P N HUSSEY, COMPANY SECRETARY Date of Notification 3 MARCH 2004 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BUNZL PLC Date: March 3, 2004 By:__/s/ Anthony Habgood__ Title: Chairman