Directors' Shares

Thames Water PLC
20 June 2000



Thames Water Plc announces that the following Awards under its Incentive Plans
have today been granted.

THAMES WATER CASH/SHARE BONUS PLAN

Awards were made under the Cash/Share Bonus Plan to the following Directors of
the Company giving them conditional rights to acquire shares as follows:

W J Alexander       2,799 shares
D Badcock           1,342 shares

The targets for bonuses under this Plan included financial performance
criteria and customer service performance measures which were monitored by
external agencies.  Awards will not normally vest before 20 June 2003.

THAMES WATER LONG TERM RESTRICTED SHARE PLAN

Awards were made under the Long Term Restricted Share Plan to the following
Directors of the Company on 20 June 2000 giving them conditional rights to
acquire shares in Thames Water Plc as follows:

W J Alexander       12,847 shares
D Badcock            5,729 shares
C Bunker             7,986 shares

The normal end of the performance period for these awards is 31 March 2004.
The awards will only thereafter vest in full or part provided defined
performance criteria based on total shareholder return and measured against a
comparator group of companies have been met.