Directors' Notification of Dealing in Shares

CGNU PLC
2 June 2000

                       DEALINGS BY DIRECTORS

1)  NAME OF COMPANY

CGNU plc

2)  NAME OF DIRECTOR

ANTHONY BLAKE WYAND

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

DIRECTOR

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

QUILTER & CO. LTD.

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

SINGLE COMPANY PEP NON-DISCRETIONARY

7)  Number of shares/amount of
    stock acquired

N/A

8)   ( N/A   % )
    of issued Class

9)  Number of shares/amount
    of stock disposed

500

10)  (    % )
   of issued Class

NEGLIGIBLE

11) Class of security

ORD 25p

12) Price per share

998.25P

13) Date of transaction

01/06/00

14) Date company informed

01/06/00

15) Total holding following this notification

59,540

16) Total percentage holding of issued class following this notification

NEGLIGIBLE

     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

ANDY HODGES
020 7662 7577

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

    Date of Notification...2 JUNE 2000..



                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

CGNU PLC

2)  NAME OF DIRECTOR

ANTHONY BLAKE WYAND

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

DIRECTOR (SEE 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)

DIRECTOR (SEE 2 ABOVE)

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

SALE OF SHARES

7)  Number of shares/amount of
    stock acquired

N/A

8)   ( N/A % )
    of issued Class

9)  Number of shares/amount
    of stock disposed

41000

10)  (  % )
   of issued Class

NEGLIGIBLE

11) Class of security

ORD 25p

12) Price per share

999p

13) Date of transaction

01/06/00

14) Date company informed

01/06/00

15) Total holding following this notification

18,540

16) Total percentage holding of issued class following this notification

NEGLIGIBLE

     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

ANDY HODGES
020 7662 7577

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

    Date of Notification.....2 JUNE 2000....