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 20 January 2004 that:

The following Directors of the Company acquired Shares under the SIP on 19
January 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       81              111,269
Mark Clare         81              472,843
Sir Roy Gardner    81              2,360,303


* The 'Number of Shares Acquired' includes 61 Partnership shares acquired at
204.75 pence and 20 matching shares acquired at 203.0833 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.