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 October 13, 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 October 13, 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, DAVID MICHAEL WILLIAMS AND CHRISTOPH PAUL SANDER

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)

N/A

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

AWARD OF PERFORMANCE SHARES UNDER PART B OF THE LONG TERM INCENTIVE PLAN

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

N/A

12. Price per share

N/A

13. Date of transaction

12 OCTOBER 2004

14. Date company informed

12 OCTOBER 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

12 OCTOBER 2004

18. Period during which or date on which exercisable

12 OCTOBER 2007 - 11 OCTOBER 2010 (SUBJECT TO SATISFACTION OF PERFORMANCE
CONDITION)

19. Total amount paid (if any) for grant the option

NIL

20. Description of shares or debentures involved: class, number

A J HABGOOD - 228,750 ORDINARY SHARES OF 25P
D M WILLIAMS - 93,750 ORDINARY SHARES OF 25P
C P SANDER - 60,000 ORDINARY SHARES OF 25P

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

NIL

22. Total number of shares or debentures over which options held following this
notification

A J HABGOOD - 2,616,204
D M WILLIAMS - 1,268,175
C P SANDER - 536,776

23. Any additional information


24. Name of contact and telephone number for queries

MRS A MATTHEWS - 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

13 OCTOBER 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.





END




                                   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:  October 13, 2004                       By:__/s/ Anthony Habgood__

                                              Title:   Chairman