Director Shareholding

Goodwin PLC
26 March 2004

Pursuant to the company's Continuing Obligations, we hereby give notice of 
notification which the Company has received pursuant to Sections 324 and 198-203 
of the Companies Act 1995.

Notification has been received of transactions which took place on 
25th March 2004 in respect of the following:

1.    J. W. Goodwin
2.    R. S. Goodwin
3.    J. M. Securities (No. 3) Ltd 
4.    John Goodwin Grandsons Trust

J. M. SECURITIES (NO. 3) LTD. 
JOHN GOODWIN GRANDSONS TRUST 
J. W. GOODWIN & R. S. GOODWIN

The purchase on 25th March 2004 of 22,200 ordinary shares in the capital of the 
Company by J. M. Securities (No. 3) Ltd., a company in which J. W. Goodwin and 
R. S. Goodwin are interested from the Goodwin family trust 'The John Goodwin 
Grandsons' Trust' of which J. W. Goodwin and R. S. Goodwin are trustees upon 
trusts in favour of their children.

The transaction was off-market for an arm's length consideration of 
£2.49 per share.

Following the above transaction

-  the holding Of J. M. Securities (No. 3) Ltd. has increased from 1,050,718 to 
   1,072,918 representing 14.9% of the issued share capital of the company the 

-  holding of the John Goodwin Grandsons Trust has decreased from 303,446 to 
   281,246 representing 3.91% of the issued share capital of the company.
 
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