Director Shareholding-Replace

Pennon Group PLC
25 June 2003

The following amendment has been made to the 'Director Shareholding'
announcement released today at 10.58 under RNS No 7484M.

The Number of shares/amount of stock acquired in item 7 should read 9. 

All other details remain unchanged.

The full amended text is shown below.



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

PENNON GROUP PLC

2)  NAME OF DIRECTOR

R J BATY

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

REINVESTMENT OF DIVIDENDS IN PEP

7)  Number of shares/amount of
    stock acquired

9

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

683P

13) Date of transaction

24 JUNE 2003

14) Date company informed

24 JUNE 2003

15) Total holding following this notification

27,273

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    25 JUNE 2003                             






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