Director Shareholding

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1. Name of company

ITM POWER PLC                                                                  

2. Name of director

PETER HARGREAVES                                                               

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

2 ABOVE                                                                        

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

HARGREAVES LANSDOWN NOMINEES                                                   

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

N/A                                                                            

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

MARKET PURCHASE                                                                

7. Number of shares / amount of stock acquired

100,000                                                                        

8. Percentage of issued class

0.10%                                                                          

9. Number of shares/amount of stock disposed

N/A                                                                            

10. Percentage of issued class

N/A                                                                            

11. Class of security

ORDINARY SHARES OF 5 PENCE EACH                                                

12. Price per share

237 PENCE                                                                      

13. Date of transaction

23/05/2006                                                                     

14. Date company informed

23/05/2006                                                                     

15. Total holding following this notification

5,145,810                                                                      

16. Total percentage holding of issued class following this notification

5.09%                                                                          

17. Any additional information

N/A                                                                            

18. Name of contact and telephone number for queries

GEMMA CHANDLER / MARCUS SCOTT - 01799 532 860                                  

19. Name and signature of authorised company official responsible for making
this notification

MARCUS SCOTT, CFO                                                              

Date of Notification

23/05/2006                                                                     


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