Director Shareholding

Pendragon PLC
25 February 2002

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PENDRAGON PLC

2)  NAME OF DIRECTOR

    SIR A N R RUDD

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)

     SIR A N R RUDD

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


     DIRECTOR

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

    ACQUISITION OF SHARES

7)  Number of shares/amount of
    stock acquired

     11,390

8)   (0.019%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    NIL

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY SHARES OF 25 PENCE

12) Price per share

     3.15

13) Date of transaction

     22/02/02

14) Date company informed

     22/02/02

15) Total holding following this notification

     860,000

16) Total percentage holding of issued class following this notification

      1.45%

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

17) Date of grant

       N/A

18) Period during which or date on which exercisable

       N/A

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

       N/A

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

       N/A

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

       N/A

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

       N/A

23) Any additional information

       N/A

24) Name of contact and telephone number for queries

     MELANIE HALL - 01623 725103

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

    Date of Notification   25.02.02                              





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