Director Shareholding

Pennon Group PLC
24 September 2004

PENNON GROUP PLC



FOR IMMEDIATE RELEASE



DIRECTORS' SHAREHOLDINGS





Pennon Group Plc announces that it received notification on 23 September 2004 as
follows:


(1)       that pursuant to the rules of the Company's Restricted Share Plan ('the Plan') the following
          Ordinary shares of 111p in the Company vested in its three Executive Directors on 13 September
          2004:


          Mr R J Baty                               -   16,294
          Mr C I J H Drummond                       -   16,294
          Mr D J Dupont                             -    7,038


          These shares were awarded to the Executive Directors in September 2001and held in trust by
          Pennon Share Plans (Guernsey) Limited ('the Plan Trustee') until their release which was
          conditional upon the satisfaction of a Total Shareholder Return performance condition in
          accordance with the terms of the Plan.  The value of the shares on the date of release was 810p
          per share.

(2)       Also in accordance with the rules of the Plan the following shares of the Executive Directors
          (from the above shares which vested on 13 September 2004) were sold by the Plan Trustee at a
          price of 810p each on 13 September 2004 to meet the income tax and National Insurance
          liabilities of the Executive Directors arising from the vesting of the shares:


          Mr R J Baty                               -   6,681
          Mr C I J H Drummond                       -   6,681
          Mr D J Dupont                             -   2,886


(3)       Finally, and again in accordance with the rules of the Plan its three Executive Directors have
          obtained a conditional interest in Ordinary shares of the Company as follows:


          Mr R J Baty                               -   37,059
          Mr C I J H Drummond                       -   37,059
          Mr D J Dupont                             -   35,206

          The shares were awarded on 16 September 2004 at a price of 809.5p per share and represent the
          maximum number of shares to which each of the Directors would become entitled on 15 September
          2007 under the Plan if the relevant performance criterion was met.  The shares are held by the
          Plan Trustee.



24 September 2004


www.pennon-group.co.uk


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