Director Shareholding

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1. Name of company

ITM POWER PLC                                                                  

2. Name of director

PETER HARGREAVES                                                               

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

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)

HARGREAVES LANSDOWN NOMINEES                                                   

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

MARKET PURCHASE                                                                

7. Number of shares / amount of stock acquired

200,000                                                                        

8. Percentage of issued class

0.22%                                                                          

9. Number of shares/amount of stock disposed

N/A                                                                            

10. Percentage of issued class

N/A                                                                            

11. Class of security

ORDINARY SHARES OF 5 PENCE EACH                                                

12. Price per share

89 PENCE                                                                       

13. Date of transaction

21/09/2005                                                                     

14. Date company informed

21/09/2005                                                                     

15. Total holding following this notification

5,489,180                                                                      

16. Total percentage holding of issued class following this notification

5.97%                                                                          

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

N/A                                                                            

24. Name of contact and telephone number for queries

JOHN WREFORD - 01780 740574                                                    

25. Name and signature of authorised company official responsible for making
this notification

JOHN WREFORD, FINANCE DIRECTOR & COMPANY SECRETARY                             

Date of Notification

29/09/2005