Directors' interests

Centrica PLC
5 March 2002

                                        5 March 2002

Centrica plc

Directors' interests - Long Term Incentive Scheme (LTIS)

Centrica plc announces that on 4 March 2002, a total of 5,926,673 ordinary
Centrica shares of 5 5/9 pence each ('shares') in respect of awards made under
the terms of the LTIS in March 1997 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
March 2000 and expiry of the required two-year retention period. On release,
participants are liable to pay income tax at their marginal rate on the value of
the shares. Shares were sold at 215.88p on 4 March to satisfy this tax 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
Mike Alexander     282,843                           113,138                    169,705
Mark Clare         282,843                           113,138                    169,705
Roy Gardner        500,186                           200,075                    300,111
Roger Wood         312,616                           125,047                    187,569

Following the release and subsequent tax-related transactions, the executive
directors' holdings (excluding remaining allocations held under the LTIS and
subject to conditions) are:
Executive director                                           Shares
Mike Alexander                                               197,554
Mark Clare                                                   194,244
Roy Gardner                                                  466,680
Roger Wood                                                   242,766



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.

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

The total number of shares in issue as at 5 March 2002 is 4,221,817,560.

* 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

2 March 2000, the Company was ranked in sixth position in the LTIS comparator
group.

Enquiries:               Media Relations     01753 494084

                         Investor Relations     01753 494900



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