Director Shareholding

Centrica PLC
                  

Purchase of ordinary shares of 5 5/9 pence in Centrica plc ('Shares' and the
'Company', respectively) by Directors of the Company under its Share Incentive
Plan ('SIP').

The SIP trustee, Hill Samuel ESOP Trustees Limited (the 'Trustee'), notified the
Company on the 23 February 2004 that:

The following Directors of the Company acquired Shares under the SIP on 19
February 2004 from the Shares acquired by the Trustee on that date:

Director                        Number                   Aggregate shares held
                                of Shares                Beneficially (across all accounts
                                acquired*                following acquisition)
Phil Bentley                    77                       111,346
Mark Clare                      77                       472,920
Sir Roy Gardner                 77                       2,360,380


* The 'Number of Shares Acquired' includes 57 Partnership shares acquired at
219.00 pence and 20 Matching shares acquired at 215.15 pence. Both Partnership
and Matching elements are registered in the name of the Trustee.

The SIP operates as follows

--  Each month the Trustee uses participants' contributions (which may not
    exceed £125 per participant per month) to purchase shares in the market.
    These shares are called 'Partnership Shares'.

--  At the same time the Company allots to participants via the Trustee one
    'Matching Share' for every two partnership shares purchased that month (up
    to a maximum of 20 matching shares per month).

--  Participants may change their monthly savings rate whenever they wish.
    However, Directors and others bound by the Company's Securities Dealing Code
    (the 'Code') may not make such a change during a close period or when
    otherwise prohibited from dealing by the Code.