Director Shareholding

Phytopharm PLC
12 May 2005



                                     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 an 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 SHARE OPTIONS UNDER THE PHYTOPHARM PERFORMANCE SHARE PLAN 2003

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
(ANY TREASURY SHARES HELD BY COMPANY SHOULD NOT BE TAKEN INTO ACCOUNT
WHEN CALCULATING PERCENTAGE.


11)  Class of security



12)  Price per share



13)  Date of transaction



14)  Date company informed



15)  Total holding following this notification



16)  Total percentage holding of issued class following this notification



     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17)  Date of grant

11 MAY 2005

18)  Period during which or date on which exercisable

11 MAY 2008 TO 10 MAY 2015 SUBJECT TO PERFORMANCE CRITERIA

19)  Total amount paid (if any) for grant of the option

NIL

20)  Description of shares or debentures involved: class, number.

16,952 PHYTOPHARM PLC ORDINARY 1 PENCE SHARES

21)  Exercise price (if fixed at time of grant) or indication that price
     is to be fixed at time of exercise

125.5 PENCE

22)  Total number of shares or debentures over which options held
     following this notification

699,733

23)  Any additional information

PERFORMANCE CRITERIA ARE BASED ON TOTAL SHAREHOLDER RETURN COMPARED TO
COMPARATOR GROUPS ON THE THIRD ANNIVERSARY OF GRANT. NO OPTIONS VEST
FOR BELOW MEDIAN PERFORMANCE, 25% VEST FOR MEDIAN PERFORMANCE AND 100%
VEST APR UPPER CECILE AND ABOVE WITH PRORATE VESTING BETWEEN MEDIAN AND UPPER
CECILE PERFORMANCE. FOR 11,301 OPTIONS THE COMPARATOR GROUP COMPRISES 27
OTHER UK LISTED BIOTECH COMPANIES, AND FOR 5,651 OPTIONS THE COMPARATOR
GROUP IS THE FTSE SMALL CAP INDEX.


24)  Name of contact and telephone number for queries



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

     Date of Notification