Director/PDMR Shareholding

Pennon Group PLC
05 October 2005


NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).


(1)      An issuer making a notification in respect of a transaction relating to 
         the shares or debentures of the issuer should complete boxes 1 to 16, 
         23 and 24.
(2)      An issuer making a notification in respect of a derivative relating to 
         the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 
         16, 23 and 24.
(3)      An issuer making a notification in respect of options granted to a 
         director/person discharging managerial responsibilities should complete 
         boxes 1 to 3 and 17 to 24.
(4)      An issuer making a notification in respect of a financial instrument 
         relating to the shares of the issuer (other than a debenture) should 
         complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.



Please complete all relevant boxes in block capital letters.



1. Name of the issuer

PENNON GROUP PLC

2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)

(i)

3. Name of person discharging managerial responsibilities/director

MR DAVID JOHN MORRIS

4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

-

5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

-

6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

-

7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them

-

8.  State the nature of the transaction

-

9. Number of shares, debentures or financial instruments relating to shares
acquired

-


10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)

-

11. Number of shares, debentures or financial instruments relating to shares
disposed

-

12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)

-

13. Price per share or value of transaction

-

14. Date and place of transaction

-

15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

-

16. Date issuer informed of transaction

-

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes



17 Date of grant

27 SEPTEMBER 2005

18. Period during which or date on which it can be exercised

VESTING ON 26 SEPTEMBER 2008

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

-

20. Description of shares or debentures involved (class and number)

ORDINARY SHARES OF 111p EACH

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

-

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

2,119

23. Any additional information

THE SHARES WERE AWARDED PURSUANT TO PENNON GROUP'S RESTRICTED SHARE PLAN AND
REPRESENT THE MAXIMUM NUMBER OF SHARES TO WHICH THE PERSON NAMED IN 3. ABOVE
WOULD BECOME ENTITLED ON 26 SEPTEMBER 2008 UNDER THE PLAN IF THE RELEVANT
PERFORMANCE CRITERION RELATING TO TOTAL SHAREHOLDER RETURN WAS MET IN FULL.  THE
SHARES ARE HELD IN TRUST BY THE PLAN TRUSTEE.

24. Name of contact and telephone number for queries

K D WOODIER    TEL: [phone]

Name and signature of duly authorised officer of issuer responsible for making
notification

K D WOODIER  -  COMPANY SECRETARY

Date of notification

5 OCTOBER 2005

....................................

END




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