Director Shareholding

Goodwin PLC
21 December 2004



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 transactions which took place on 
20th December 2004 in respect of the following:


1.    J. W. Goodwin
2.    R. S. Goodwin
3.    J. M. Securities (No. 3) Ltd.
4.    John Goodwin Grandsons Trust
5.    J. W. Goodwin Children's Trust

J. M. SECURITIES LTD. 
J. W. GOODWIN AND R. S. GOODWIN 
J. W. GOODWIN CHILDREN'S TRUST 
R. S. GOODWIN

The purchase on 20th December 2004 of 8,928 ordinary shares in the capital of 
the Company by J. M. Securities Ltd., a company in which J. W. Goodwin and 
R. S. Goodwin are interested from the Goodwin family trust 'The J. W. Goodwin 
Children's Trust' of which J. W. Goodwin is a trustee on trusts in favour of his 
children.

The purchase on 20th December 2004 of 8,928 ordinary shares in the capital of 
the Company by J. M. Securities Ltd., a company in which J. W. Goodwin and 
R. S. Goodwin are interested from R. S. Goodwin.

The transactions were off-market for an arm's length consideration of £2.80 
per share -

J. M. SECURITIES (NO. 3) LTD. 
J. W. GOODWIN AND R. S. GOODWIN 
J. W. GOODWIN CHILDREN'S TRUST 
R. S. GOODWIN

The purchase on 20th December 2004 of 16,072 ordinary shares in the capital of 
the Company by J. M Securities (No. 3) Ltd, a company in which J. W. Goodwin and 
R. S. Goodwin are interested from the Goodwin family trust 'The J. W. Goodwin 
Children's Trust' of which J. W. Goodwin is a trustee on trusts in favour of his 
children.

The purchase on 20th December 2004 of 16,072 ordinary shares in the capital of 
the Company by J. M. Securities (No. 3) Ltd., a company in which J. W. Goodwin 
and R. S. Goodwin are interested from R. S. Goodwin.

The transactions were off-market for an arm's length consideration of £2.80 
per share.

JOHN GOODWIN GRANDSONS TRUST 
J. W. GOODWIN AND R. S. GOODWIN 
J. W. GOODWIN CHILDREN'S TRUST 
R. S. GOODWIN

The purchase on 20th December 2004 of 7,142 ordinary shares in the capital of 
the Company by the John Goodwin Grandsons Trust, a family trust in which 
J. W. Goodwin and R. S. Goodwin are interested, from the Goodwin family trust 
'The J. W. Goodwin Children's Trust' of which J. W. Goodwin is a trustee on 
trusts in favour of his children.

The purchase on 20th December 2004 of 7,142 ordinary shares in the capital of 
the Company by the John Goodwin Grandson Trust, a family trust in which 
J. W. Goodwin and R. S. Goodwin are interested from R. S. Goodwin.

The transactions were off-market for an arm's length consideration of £2.80 per 
share. 

Following the above transactions

-  the holding of J. M. Securities Ltd. has increased from 1,739,797 to 
   1,757,653 representing 24.41% of the issued share capital of the Company
-  the holding of J. M. Securities (No. 3) Ltd. has increased from 1,072,918 to
   1,105,062 representing 15.45% issued share capital of the Company
-  the holding of the John Goodwin Grandsons Trust has increased from 281,246 to
   295,530 representing 4.1% issued share capital of the Company
-  the holding of the J. W. Goodwin Children's Trust has decreased from 275,229 
   to 243,087 representing 3.38% issued share capital of the Company 
-  the holding of R. S. Goodwin has decreased from 303,022 to 270,880 
   representing 3.76% of the issued share capital of the Company

ALTHOUGH THIS NOTIFICATION IS GIVEN TO YOU AS REQUIRED FOR DISCLOSURE PURPOSES 
THE DIRECTORS' (DEEMED) INTERESTS IN THE SHARES ARE NOT AFFECTED AND THEREFORE 
THIS NOTIFICATION IS A FORMALITY ONLY.





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