Director Shareholding

Goodwin PLC
19 December 2002


Letter to RNS

Pursuant to the company's Continuing Obligations, we hereby give notice of 
notification of an event of which we have just become aware pursuant to Sections 
324 and 198-203 of the Companies Act 1995.

A transaction which took place on 26th March 2002 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 at 26th March was 13,606 shares, 13,605 of which were held in a 
joint nominee holding.

Instructions were given for the 13,605 shares to be sold and re-purchased in the 
form of separate ISA accounts for Mr. and Mrs. Goodwin. The shares were sold at 
a price of 95p per share.

On the same day shares were purchased to place in ISA accounts in each of Mr. 
and Mrs. Goodwin's names. 7,096 shares were purchased for each account at a cost 
of 95.25p per share. This increases the total interest of Mr. Goodwin in Goodwin 
PLC shares from 13,606 shares to 14,193 shares.

Unfortunately Mr. Goodwin was not aware until recently that monies resting in 
his nominee account had been used to purchase 587 shares over and above the 
13,605 sold, presumably to bring the investment as close as possible to the
maximum annual ISA allowance.

FROM GOODWIN PLC

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