Dir.Shareholding - Replacemnt

CGNU PLC
15 December 2000


The issuer has made the following amendment to the Director Shareholding
announcement released today at 7.00 under RNS No 8067V.

The sale price in Box 23 should read £10.50 per share and not £9.50 per share,
as previously stated. 

All other details remain unchanged.

The full corrected version is shown below.


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

     CGNU PLC


2)  NAME OF DIRECTOR

     ROBERT AVISSON SCOTT

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 an non-beneficial interest

     DIRECTOR NAMED IN 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)



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

     EXERCISE OF EXECUTIVE SHARE OPTIONS AND SALE OF THE RESULTING SHARES

7)  Number of shares/amount of
    stock acquired

     153,876

8)   (0.0068%)
    of issued Class


9)  Number of shares/amount
    of stock disposed

     153,876

10)  ( 0.0068 %)
    of issued Class


11) Class of security

     ORDINARY SHARES OF 25P EACH


12) Price per share

    ACQUISITION
   26,006 @ £4.4391
   34,400 @ £3.4063
   93,470 @ £5.5393

13) Date of transaction

    13 DECEMBER 2000

14) Date company informed

      13 DECEMBER 2000

15) Total holding following this notification

     39,635

16) Total percentage holding of issued class following this notification

      0.0018%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information

     SALE PRICE OF SHARES = £10.50

24) Name of contact and telephone number for queries

     STUART HEAD  020 7662 8444

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification    14 DECEMBER 2000