Director Shrhldng-Replacement

Telecom Plus PLC
31 May 2001

This announcement replaces the Directors shareholding announcement released on
the RNS no 4789E on Thursday 31 May at 12.22. An amendment has been made to
points 7 through to 10.  Due to the announcement being a disposal and not an
acquisition. The full announcement text appears below.



                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

Telecom plus plc

2)  Name of director

Peter Robert Nutting

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

As in 2 above

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

As in 2 above

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

Sale

7)  Number of shares/amount of
    stock acquired

-

8)  Percentage of issued class

-

9)  Number of shares/amount
    of stock disposed

100,000

10) Percentage of issued class

0.19%

11) Class of security

Ordinary shares of 5p each

12) Price per share

130p

13) Date of transaction

30 May 2001

14) Date company informed

31 May 2001

15) Total holding following this notification

925,450

16) Total percentage holding of issued class following this notification

1.71%

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

R. Michell - 020 8955 5000

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

    Date of Notification - 31 May 2001