Director Shareholding

Pennon Group PLC
23 September 2002


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PENNON GROUP PLC

2)  NAME OF DIRECTOR

    D J DUPONT

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
    
    DIRECTOR

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    -

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

    -

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

    EXERCISE OF OPTIONS

7)  Number of shares/amount of
    stock acquired

    3,102

8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    -

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY

12) Price per share

    556p

13) Date of transaction
      
    23.09.02

14) Date company informed

    23.09.02

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



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



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

    M HEELEY - ASSISTANT COMPANY SECRETARY

    Date of Notification    23 SEPTEMBER 2002

                      This information is provided by RNS
            The company news service from the London Stock Exchange