Director Shareholding

Pennon Group PLC
04 October 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company

PENNON GROUP PLC


2. Name of director

D J DUPONT



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 a non-beneficial
interest


DIRECTOR



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


-



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


SCRIP DIVIDEND IN RELATION TO SHARES HELD CONDITIONALLY IN THE COMPANY'S 
RESTRICTED SHARE PLAN



7. Number of shares / amount of stock acquired


1,422



8. Percentage of issued class


LESS THAN 0.001%



9. Number of shares/amount of stock disposed


-



10. Percentage of issued class


-



11. Class of security


ORDINARY



12. Price per share


751.2p



13. Date of transaction


1 OCTOBER 2004



14. Date company informed


1 OCTOBER 2004



15. Total holding following this notification


25,559



16. Total percentage holding of issued class following this notification


LESS THAN 0.001%



If a director has been granted options by the company please complete the
following boxes.



17. Date of grant


-



18. Period during which or date on which exercisable


-



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


-



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


-



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


-



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


-



23. Any additional information


-



24. Name of contact and telephone number for queries


-



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


CLARE McCLINTOCK - ACTING ASSISTANT COMPANY SECRETARY



Date of Notification


4 OCTOBER 2004



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