NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Mr. Keith Edward Frank Clarke, a director of WS Atkins plc (the "Company"), notified the Company on 4 July 2008, that on that day in London he acquired 6,000 ordinary shares of 0.5 pence each in the Company following the exercise of a nil cost option made under the Atkins Long Term Incentive Plan. Of the 6,000 shares acquired, 2,460 shares were sold to meet a tax liability at a sale price of £9.685 per share. The acquisition of 6,000 shares equated to 0.006% of the voting issued share capital and the 3,540 retained shares equated to 0.004% of the voting issued share capital.

Mr. Clarke's total interest in shares following this notification is 75,582 ordinary shares, representing 0.08% of the voting issued share capital of WS Atkins plc.

This notice is given in fulfillment of the obligations under DTR 3.1.4R (1).

Helen Baker

Assistant Company Secretary

Telephone: +44 (0) 1372 752401

4 July 2008

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