Director Shareholding

Goodwin PLC
19 September 2001

Letter to Company Announcements Office

Pursuant to the company's Continuing Obligations, we hereby give notice of 
notification which the Company has received pursuant to Sections 324 and 198-203
of the Companies Act 1995.

Notification has been received of a transaction which took place on 19th 
September in respect of the following:

R. S. GOODWIN

The interest of R. S. Goodwin in the ordinary shares of 10p each in the capital 
of the Company has decreased from 164,473 to 13,606 as a result of Mr. Goodwin's
son, S. R. Goodwin, reaching the age of majority.

Shares held in Mr. Goodwin's name as nominee for his son have now been 
transferred off-market for nil consideration into his son's name.

Letter from Goodwin Plc