Director Shareholding

Centrica PLC
                  


Purchase of ordinary shares of 6 14/81 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 22 February 2005 that:

(1) The following Directors of the Company acquired Shares under the SIP on

21 February 2005 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                    71                       188,598
Mark Clare                      71                       641,262
Sir Roy Gardner                 71                       2,175,158
Jake Ulrich                     71                       528,080


* The 'Number of Shares Acquired' includes 51 Partnership shares acquired at 243
pence and 20 Matching shares acquired at 249.3333 pence. Both Partnership and
Matching elements are registered in the name of the Trustee.

(2) They had transferred 7,549 ordinary shares of 6 14/81 pence each from Lloyds
TSB Registrars Corporate Nominee Limited AESOP1 (Allocated shares) to Lloyds TSB
Registrars Corporate Nominee Limited AESOP2 (unallocated shares). The transfer
was made following the forfeiture of shares, under the rules of the SIP, by
participants who have left the group since the last purchase. The Directors
listed above, together with some 5,000 other employees, are potential
participants in the Plan and are to be treated as interested in the 29 shares
held by Lloyds TSB Registrars Corporate Nominee Limited AESOP2.

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.