Director Shareholding

Centrica PLC
02 October 2003



2 October 2003

Centrica plc

Directors' interests - Long Term Incentive Scheme (LTIS)

Centrica plc announces that on 1 October 2003, a total of 4,562,036 ordinary
Centrica shares of 5 5/9 pence each ('shares') in respect of awards made under
the terms of the LTIS in October 1998 were released from trust. These awards,
which were subject to performance conditions*, were released by the trustees of
the scheme to a number of participants, including the executive directors
detailed below, following the completion of the three-year performance period in
October 2001 and expiry of the required two-year retention period. On release,
participants are liable to pay income tax at their marginal rate and National
Insurance contributions at 1% on the value of the shares. Shares were sold at
185.22p on 1 October 2003 to satisfy this tax and NIC liability, and dealing
charges.

The specific details of the release and disposals relating to the executive
directors are as follows:

Executive director           Shares Released          Shares sold                Net number of
                                                                                 shares transferred

Mark Clare                   181,431                  74,387                     107,044
Sir Roy Gardner              340,716                  139,694                    201,022
Roger Wood                   189,949                  77,880                     112,069


Allocations held by the above executive directors under the LTIS are reduced
accordingly to reflect this release.

Following the release and the subsequent tax-related transactions, the executive
directors' shareholdings (excluding remaining allocations held under the LTIS
and subject to conditions) are:
Executive director shares

Mark Clare 472,509
Sir Roy Gardner 2,359,969
Roger Wood 498,080

As a matter of policy, executive directors are expected to retain a minimum
holding of shares in the Company to the value of once times base salary. Each of
the three executive directors named above has achieved his minimum holding
requirement.

The total number of shares in issue as at 02 October 2003 is 4,265,242,374.


    *      The performance conditions are linked to the Company's total
    shareholder return (TSR) relative to the returns of its FTSE 100 comparator
    group. The maximum award only vests if the Company's TSR over the
    performance period is ranked in 25th position or above of the 100 companies
    in the LTIS comparator group. At the conclusion of the performance period on
    30 September 2001, the Company was ranked in fourth position in the LTIS
    comparator group.



Separately and in addition to the above, Centrica plc announces that on 2
October 2003, a total of 152,245 ordinary Centrica shares of 5 5/9 pence each in
Centrica plc were transferred from trust by the trustees of the Long Term
Incentive Scheme (LTIS) to participants of the LTIS. All shares were transferred
to former employees, in satisfaction of allocations which had completed their
respective performance periods before they left.

The executive directors of the Company have not received any shares pursuant to
this release but being beneficiaries under the LTIS, as with other Centrica
group employees, their potential interest in the shares held and transferred by
the trust has been reduced accordingly.

Enquiries: Media Relations 01753 494084

Investor Relations 01753 494900


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