SECURITIESTable ANDof EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

~~FORM~~SECURITIES ~~6-K~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~REPORT~~FORM ~~OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a~~6-~~16 OR 15d-16 UNDER~~K ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~REPORT ~~the~~OF ~~month~~FOREIGN ~~of January ,~~PRIVATE ~~2003~~ISSUER PURSUANT .TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~Carlton~~For ~~Communications~~the ~~plc~~month ~~. (Translation~~ of ~~Registrant’s~~January , ~~Name Into English)~~2003.

25Carlton ~~Knightsbridge~~Communications ~~London SW1X 7RZ England~~plc ~~(Address of Principal Executive Offices)~~

~~Indicate~~(Translation ~~by check mark whether the registrant files or will file annual reports under cover~~ of ~~Form 20-F~~Registrant’s orName ~~Form 40-F:~~ Into English)

~~Form 20-F___~~25 Knightsbridge London SW1X 7RZ England ~~Form 40-F___~~

~~Indicate~~(Address byof ~~check~~Principal ~~mark~~Executive ~~if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b~~Offices)~~(1):___~~

Indicate by check mark ifwhether the registrant isfiles ~~submitting~~or ~~the~~will ~~Form 6-K~~file inannual ~~paper~~reports asunder ~~permitted~~cover byof ~~Regulation~~Form S20-TF ~~Rule~~or Form ~~101(b)(7)~~40-F:~~___~~

~~Indicate by check mark whether by furnishing the information contained in this~~ Form, ~~the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3~~20-~~2(b)~~F ~~under~~ü ~~the~~Form ~~Securities Exchange Act of 1934.~~ 40-F

~~Yes~~ Indicate ~~___ No~~by ~~___~~check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

IfIndicate ~~“Yes”~~by ischeck ~~marked,~~mark ~~indicate~~if ~~below~~ the ~~file~~registrant ~~number~~is ~~assigned~~submitting to the ~~registrant~~ Form 6-K in paper ~~connection~~as ~~with~~permitted ~~Rule~~by Regulation ~~12g3~~S-2T Rule 101(b)(7): ~~82-___~~

1 Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

~~STOCK~~Yes ~~EXCHANGE~~No ~~ANNOUNCEMENT~~ ü

~~Carlton~~ If ~~Communications~~“Yes” ~~Plc~~is –marked, ~~Directors’~~indicate ~~dealings~~below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

~~Grant~~TABLE ofOF ~~awards under the Carlton Equity Participation Plan (EPP)~~ CONTENTS

~~The~~STOCK ~~dealings~~EXCHANGE ~~set~~ANNOUNCEMENT ~~out~~— ~~below~~DIRECTOR’S ~~took~~DEALING ~~place on 7 January 2003 in connection with the grant of awards under the EPP. The EPP has previously been approved by shareholders.~~ SIGNATURE

TheTable Company granted the following conditional awards to directors in accordance with the terms of the EPP: Contents

~~Name~~STOCK MEXCHANGE PANNOUNCEMENT ~~Green~~— PDIRECTOR’S ~~C Murray Maximum number of Carlton ordinary shares subject to Allocation 1,440,858 698,922 Maximum number of Carlton ordinary shares subject to Option 1,440,858 698,922~~DEALING

~~The~~ CARLTON ~~conditional~~COMMUNICATIONS ~~awards~~PLC ~~were~~HAS ~~granted~~TODAY inRECEIVED ~~return~~NOTIFICATION ~~for~~THAT ~~the~~ETIENNE ~~directors~~DE ~~committing~~VILLIERS, toA ~~have~~NON-EXECUTIVE ~~acquired~~DIRECTOR ~~the~~OF ~~following~~THE ~~number~~COMPANY, ofCONTRACTED ~~Carlton~~ON ~~shares:~~20 JANUARY 2003 TO BUY 5,000 CARLTON ORDINARY SHARES AT A PRICE OF 120.7 PENCE PER SHARE.

~~Name~~21 MJANUARY ~~P Green P C Murray Number of Carlton shares 480,286 232,974~~2003

TheTable conditional awards consist of two parts; an Allocation, being the right to acquire shares for a nominal £1; and an Option, being the right to acquire shares subject to an exercise price of 139.5p per share. Contents

UpPursuant to ~~50% of~~ the ~~awards~~requirements ~~can vest, depending on satisfaction~~ of ~~conditions, following April 2006 and~~ the ~~balance~~Securities ~~will~~Exchange ~~vest,~~Act ~~depending on satisfaction~~ of ~~conditions~~ 1934, ~~following April 2007. These conditions include performance targets comparing~~ the ~~Company’s TSR performance against that of other major UK media~~ ~~companies~~registrant ~~and~~has ~~against~~duly ~~that~~caused ofthis ~~the~~report ~~FTSE100~~to ~~companies.~~be ~~None~~signed ofon ~~the~~its ~~conditional awards~~behalf ~~will~~by ~~vest if~~ the ~~Company’s TSR is below median for the media comparator~~ ~~group~~undersigned, ~~and~~thereunto ~~the~~duly ~~Option will not vest unless the Company’s TSR is above median~~authorized. ~~for the FTSE100 companies,~~

~~The~~CARLTON ~~last~~COMMUNICATIONS ~~date~~Plc onDate: ~~which~~21 ~~awards~~January, ~~can~~2002 be/S/ ~~exercised~~David isAbdoo 6Name: ~~January~~David ~~2013.~~ Abdoo Title: Company Secretary

7 January 2003

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.

				CARLTON COMMUNICATIONS Plc
Date:		14 January, 2002		/S/ David Abdoo Name: David Abdoo Title: Company Secretary

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