Director Shareholding

Centrica PLC
                  

26 October 2004

Centrica plc

Directors' interests - Long Term Incentive Scheme (LTIS)

Centrica announces that on 25 October 2004, a total of 699,977 ordinary Centrica
shares of 6 14/81 pence each in respect of awards made under the terms of the
LTIS in October 1999 and October 2001 to Sir Roy Gardner and Mark Clare were
released from trust. These awards, which were subject to performance
conditions*, were released by the trustee of the scheme following the completion
of the respective three-year performance periods and, in the case of the 1999
award, the required two-year retention period. On release, participants are
liable to pay income tax at their marginal rate and National Insurance
contributions at 1% on the value of the shares.

Sir Roy Gardner and Mark Clare sold shares (41%) to meet the income tax and
National Insurance liabilities. Sir Roy Gardner also sold the balance of shares
released to him to part-finance a recent house purchase. The shares were sold at
231.75p on 25 October 2004. The specific details of the release and disposals
relating to Sir Roy Gardner and Mark Clare are as follows:

Executive Director  Shares released      Shares sold         Net number of shares
                                                              transferred
---------------------------------------------------------------------------------
Sir Roy Gardner     272,446 (1999 LTIS)
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                    167,418 (2001 LTIS)
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Total                            439,864             439,864                   0
---------------------------------------------------------------------------------

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Mark Clare          151,703 (1999 LTIS)
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                    108,410 (2001 LTIS)
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Total                            260,113             106,647             153,466
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As a matter of policy, executive directors are expected to retain a minimum
holding of shares in the Company to the value of once times base salary.
Following the LTIS release and the sale of shares, Sir Roy Gardner and Mark
Clare each retain a significant interest (in excess of the minimum holding
requirement) in the share capital of Centrica as follows:

                                Sir Roy Gardner            Mark Clare
---------------------------------------------------------------------------------
Ordinary shares of 6 14/81                  2,123,130                    639,232
---------------------------------------------------------------------------------
Share Incentive Plan                            1,741                      1,741
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Long Term Incentive Scheme:
---------------------------------------------------------------------------------
- In retention                                234,707                    166,066
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- Conditional upon
 performance                                  922,937                    536,124
---------------------------------------------------------------------------------
Executive Share Options                     2,791,495                  1,693,360
---------------------------------------------------------------------------------
Sharesave Options                               9,318                      9,318
---------------------------------------------------------------------------------


The total number of shares in issue as at 25 October 2004 is 3,796,138,017.

Following this release, the LTIS trust, in which the executive directors along
with other Centrica group employees have a potential interest, holds 10,927,385
shares.

* The performance condition for the LTIS is linked to the Company's total
shareholder return (TSR) relative to the returns of its FTSE 100 comparator
group. The maximum award only vests if the Company's TSR over the performance
period is ranked in 25th position or above of the 100 companies in the LTIS
comparator group.

For the award made in 1999, at the conclusion of the performance period on 30
September 2002, the Company was ranked in fourth position in the LTIS comparator
group and accordingly, 100% of the award was transferable. For the award made in
2001, at the conclusion of the performance period on 30 September 2004, the
Company was ranked in fortieth position in the LTIS comparator group and
accordingly, 75% of the award was transferable.

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