Directors Shrhldg/Hldg in Co

Goodwin PLC
1 February 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 transactions which took place on 30th January
2001 in respect of the following:

1.   J. W. Goodwin
2.   R. S. Goodwin
3.   J. M. Securities Ltd.
4.   John Goodwin Grandsons Trust


J. M. SECURITIES LTD.
JOHN GOODWIN GRANDSONS TRUST
J. W. GOODWIN & R.S. GOODWIN

The purchase on 30th January 2001 of 23,000 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 John Goodwin
Grandsons' Trust' of which J. W. Goodwin and R. S. Goodwin are trustees upon
trusts in favour of their children.

The transaction was off-market for an arm's length consideration of 88.5p per
share.

Following the above transaction

-  the holding of J. M. Securities Ltd. has increased form 1,716,797 to         
   1,739,797, representing 24.16% of the issued share capital of the company

-  the holding of the John Goodwin Grandsons Trust has decreased from 326,446 to
   303,446 representing 4.21% of the issued share capital of the company.

Letter from: Goodwin PLC