Director Shareholding

Phytopharm PLC
06 December 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1      Name of Company

       PHYTOPHARM PLC

2      Name of Director

       Dr D D REES

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

       As 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)


       As 2 above

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


       As 2 above

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




       Grant of a single performance share award to Dr D D Rees to secure his retention under Listing Rule
       13.13A. The award is over up to 300,000 ordinary shares at par, vesting from 6 December 2005 and
       lapsing on 5 June 2006 and is subject satisfaction of demanding total shareholder return performance
       criteria.

7      Number of shares/amount of Stock acquired

8      Percentage of issued class

9      Number of shares/amount of stock disposed

10     Percentage of issued class

11     Class of security
       Ordinary 1 Pence

12     Price per share
       Par

13     Date of transaction
       6 December 2002

14     Date company informed
       6 December 2002

15     Total holding following this notification
       Nil

16     Total percentage holding of issued class following this notification
       Nil

       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

       S Loach 01480 437697

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

       S Loach

26     Date of Notification

       6 December 2002






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