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 25 November 2009, that on that day in London he purchased 10,008 ordinary shares of 0.5 pence each in the Company at a price of £5.9585 per share.  These shares are held jointly with his spouse and are registered in the name of Halifax Share Dealing Limited.  The acquisition of 10,008 shares equated to 0.01% of the voting issued share capital.

Mr. Clarke's total interest in shares following this notification is 124,005 ordinary shares, representing 0.12% 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).

Rachel Hunter

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

26 November 2009