Director Shareholding

Phytopharm PLC
2 August 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

PHYTOPHARM PLC

2)  NAME OF DIRECTOR

DR D D REES

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

AS 2

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

AS 2

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)



6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary



7)  Number of shares/amount of
    stock acquired



8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed



10)  ( N/A %)
    of issued Class



11) Class of security



12) Price per share



13) Date of transaction



14) Date company informed



15) Total holding following this notification



16) Total percentage holding of issued class following this notification



     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

1 AUGUST 2001

18) Period during which or date on which exercisable

15,000 2 AUGUST 04 - 31 JULY 2008
15,000 2 AUGUST 06 - 31 JULY 2008

19) Total amount paid (if any) for grant of the option

NIL

20) Description of shares or debentures involved: class, number.

30,000 ORDINARY 1 PENCE

21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

£4.60

22) Total number of shares or debentures over which options held
    following this notification

172,813

23) Any additional information

OPTIONS SUBJECT TO SHARE PRICE PERFORMANCE CRITERIA

24) Name of contact and telephone number for queries

DR S LOACH
01480 437697

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

    Date of Notification     2 AUGUST 2001