Director Shareholding

CGNU PLC
13 December 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

CGNU PLC


2)  NAME OF DIRECTOR

PEHR GUSTAF GYLLENHAMMAR

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

PURCHASE OF SHARES

7)  Number of shares/amount of
    stock acquired

8,000

8)   (N/A %)
    of issued Class

NEGLIGIBLE

9)  Number of shares/amount
    of stock disposed

NIL

10)  ( N/A %)
    of issued Class


11) Class of security

ORDINARY SHARES OF 25P EACH


12) Price per share

£10.99

13) Date of transaction

12 DECEMBER 2000

14) Date company informed

13 DECEMBER 2000

15) Total holding following this notification

16,114

16) Total percentage holding of issued class following this notification

0.0007%

     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



24) Name of contact and telephone number for queries

STUART MEAD
020 7662 8444

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

   Date of Notification    13 DECEMBER 2000