Director Shareholding

Pennon Group PLC
8 October 2002

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

PENNON GROUP PLC

2)  NAME OF DIRECTOR

A T FLETCHER

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

DIVIDEND REINVESTMENT PLAN

7)  Number of shares/amount of
    stock acquired

224

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

646P

13) Date of transaction

4 OCTOBER 2002

14) Date company informed

7 OCTOBER 2002

15) Total holding following this notification

1605

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 L HEELEY, ASSISTANT COMPANY SECRETARY

    Date of Notification         8 OCTOBER 2002                            


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