Re Directorate

Thames Water PLC
17 November 2000


                      Thames Water Plc
                              
Following  the  announcement on 9  November  that  RWE  AG's
recommended  cash  offers for Thames Water  Plc  had  become
unconditional,  the following directors have  resigned  from
Thames Water's Board as from today:-

*  Roger Carr
*  David Badcock
*  Tony Hobson
*  Lesley Knox
*  Andrew Longhurst

Bill  Alexander  (Chief Executive) and Chris  Bunker  (Group
Finance Director) continue as executive directors.

The   following  RWE  representatives  were   appointed   as
directors with effect from today:-

*  Dr Dietmar Kuhnt (RWE's CEO) who will chair the Board of
   Directors
*  Dr Klaus Sturany (RWE's Chief Financial Officer)
*  Dr Richard Klein (RWE's Strategy Director)

Dr Ulrich Gudden, a Director of RWE Umwelt Services
Deutschland GmbH, will become a director on 1 December 2000.

                  
                             
                            
For further information please contact:

Bell Pottinger Financial
Wendy Timmons
Tel: [phone]