Director Shareholding

SCHEDULE 11                                  
                                                                               
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1) Name of company

Totally Plc

2) Name of director

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston

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

In respect of Director 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)

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston

5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)


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

Purchase

7) Number of shares acquired

1,945,000 Ordinary Shares

 8. Percentage of issued class
   
2.16 per cent.

9) Number of shares/amount of stock disposed

10) Percentage of issued class

11. Class of security
   
Ordinary Shares of 1 pence each

12. Price per share
   
4.715 pence

13) Date of transaction

20 May 2005

14) Date company informed

20 May 2005

15) Total holding following this notification

25,545,000 Ordinary Shares

16. Total percentage holding of issued class following this notification
   
    28.43 per cent.
   
If a director has been granted options by the company please complete the
following boxes

17) Date of grant

18) Period during which or date on which exercisable

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

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

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

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

23) Any additional information

24) Name of contact and telephone number for queries

Steve Burns 020 7692 6929

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

Date of Notification 23 May 2005