Director Shareholding

Centrica PLC
                  

Purchase of ordinary shares of 614/81 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 23 May 2005 that:

(1) The following Directors of the Company acquired Shares under the SIP on
19 May 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                    75                       250,722
Mark Clare                      75                       705,650
Sir Roy Gardner                 75                       2,175,382
Jake Ulrich                     75                       593,978


* The 'Number of Shares Acquired' includes 55 Partnership shares acquired at
230.25 pence and 20 Matching shares acquired at 228.50 pence. Both Partnership
and Matching elements are registered in the name of the Trustee.

(2) They had transferred 7,787 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 and the shares had
been used towards May's allocation of Matching shares. The Directors listed
above, together with 5,406 other employees, are potential participants in the
Plan and are to be treated as interested in the remaining 2,968 shares held by
Lloyds TSB Registrars Corporate Nominee Limited AESOP2 left following the
purchase.

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.