Directors' Notification of Dealing in Shares

Pennon Group PLC
3 April 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    PENNON GROUP PLC

2)  NAME OF DIRECTOR

    R J BATY

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or 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

    SHARESAVE SCHEME EXERCISE OF OPTIONS

7)  Number of shares/amount of
    stock acquired

    2,774

8)   (    % )
    of issued Class

9)  Number of shares/amount
    of stock disposed

    -

10)  (    % )
   of issued Class

11) Class of security

    ORDINARY

12) Price per share

    373P

13) Date of transaction

    3 APRIL 2000

14) Date company informed

    3 APRIL 2000

15) Total holding following this notification

    46,784

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

    -

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   S CADDY

    Date of Notification...    3 APRIL 2000     ...........