Director Shareholding

Totally PLC
21 May 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)   Name of company

     Totally Plc


2)   Name of director

     Michael Sinclair
     Steven Burns
     Daniel Levitt
     Andrew Margolis
     Daniel Assor



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 a non-beneficial interest

     In respect of Director in 2 above


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

     Michael Sinclair
     Steven Burns
     Daniel Levitt
     Andrew Margolis
     Daniel Assor


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

     In respect of Director named in 2 above


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

     Subscription under placing


7)   Number of shares/amount of stock acquired

     4,666,667
     4,333,333
     1,666,667
     1,333,334
     666,667


8)   Percentage of issued class

     8.87
     8.24
     3.17
     2.53
     1.27

9)   Number of shares/amount of stock disposed



10)  Percentage of issued class



11)  Class of security

     Ordinary Shares of 1p each


12)  Price per share

     1.5p


13)  Date of transaction

     20 May 2002


14)  Date company informed

     20 May 2002


15)  Total holding following this notification

     13,371,667
     9,083,999
     3,080,436
     2,747,103
     896,436


16)  Total percentage holding of issued class following this notification

     25.41
     17.27
     5.85
     5.22
     1.70

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

     Richard Brenner  020 7692 6929


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

Date of Notification 21 May 2002



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