Directors' Dealings

THAMES WATER PLC
4 August 1999

Thames Water Plc announces that the following Awards under its Incentive Plans
have today been granted.

THAMES WATER CASH/SHARE BONUS PLAN
 
As disclosed in the 1999 Annual Report and Accounts, awards were made under
the Cash/Share Bonus Plan to the following Directors of the Company giving
them conditional rights to acquire shares as follows:

W J Alexander         1,065 shares
D Badcock               478 shares
D J Luffrum             707 shares

The targets for bonuses under this Plan included financial performance
criteria and customer service performance measures which were monitored by
external agencies.  Awards will not normally vest before 4 August 2002.


THAMES WATER LONG TERM RESTRICTED SHARE PLAN

Awards were made under the Long Term Restricted Share Plan to the following
Directors of the Company on 4 August 1999 giving them conditional rights to
acquire shares in Thames Water Plc as follows:

W J Alexander         10,108 shares
D Badcock              4,891 shares
D J Luffrum            6,358 shares

Awards will not normally vest before 31 March 2003 and will only then vest in
full or part provided defined performance criteria based on total shareholder
return and measured against a comparator group of companies have been met.