Director Shareholding

Phytopharm PLC
10 December 2004


                                     SCHEDULE 11

                  NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                                       PERSONS


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 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)

AS 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)

AS 2 ABOVE

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

GRANT OF SHARE OPTIONS UNDER THE PHYTOPHARM PERFORMANCE 
SHARE PLAN 2003

7)   Number of shares/amount of
     stock acquired



8)   Percentage of issued Class



9)   Number of shares/amount
     of stock disposed



10)  Percentage 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

3 DECEMBER 2004

18)  Period during which or date on which exercisable

3 DECEMBER 2007 TO 2 DECEMBER 2014 SUBJECT TO PERFORMANCE CRITERIA

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

NIL

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

41,463 PHYTOPHARM PLC ORDINARY 1 PENCE SHARES


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

181.5 PENCE

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

682,781

23)  Any additional information

PERFORMANCE CRITERIA ARE BASED ON TOTAL SHAREHOLDER
RETURN COMPARED TO COMPARATOR GROUPS ON THE THIRD
ANNIVERSARY OF GRANT. NO OPTIONS WERE VEST FOR BELOW MEDIAN
PERFORMANCE, 25% VEST FOR MEDIAN PERFORMANCE AND 100% VEST
FOR UPPER DECILE AND ABOVE WITH PRORATE VESTING BETWEEN MEDIAN
AND UPPER DECILE PERFORMANCE. FOR 27,642 OPTIONS THE COMPARATOR GROUP
COMPRISES 27 OTHER UK LISTED BIOTECH COMPANIES, AND FOR 13,821
OPTIONS THE COMPARATOR GROUP IS THE FTSE SMALL CAP INDEX.

24)  Name of contact and telephone number for queries

DR G W CHONG

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

     Date of Notification     9 DECEMBER 2004                            



END



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