Listing Particulars

Thames Water PLC
Thames Water Utilities Finance PLC
31 January 2001


FORMAL NOTICE FOR SPECIALIST SECURITIES

PUBLICATION DATE:      31st January 2001


Application has been made to the UK Listing Authority for the following
securities to be admitted to the Official List.

______________________________________________________________________________



DETAILS OF ISSUE:         U.S. $4,000,000,000 Debt Issuance Programme - 
                          Supplementary Listing Particulars
  
ISSUERS:                  1. Thames Water plc
                          2. Thames Water Utilities Finance plc
 
INCORPORATED IN:          1. & 2. England and Wales

GUARANTORS:               Thames Water Utilities limited in respect of notes
                          issued by Thames Water Utilities Finance plc 

INCORPORATED IN:          N/A



Particulars relating to the issue may be obtained during usual business hours
for fourteen days from the date of this formal notice from:

J.P. Morgan Securities Ltd
60 Victoria Embankment 
London EC4Y OJP

Linklaters 
One Silk Street
London EC2Y 8HQ

In addition, a copy of the Particulars is available for inspection at the
Document Viewing Facility at the Financial Services Authority, 25 The North
Colonnade, London E14 5HS.