BWG Bristol Wtr. Gp

    **AMENDMENT**                                 

                                                                      FORM 38.5

                DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS                 

             (Rule 38.5 of the City Code on Takeovers and Mergers)             

1. KEY INFORMATION

Name of exempt principal trader Dresdner Kleinwort Wasserstein Securities      
                                Limited                                        
                                                                               
Company dealt in                Bristol Water Group Plc                        
                                                                               
Class of relevant security to   Ordinary Shares                                
which the dealings being                                                       
disclosed relate (Note 1)                                                      
                                                                               
Date of dealing                 10 May 2006                                    

2. DEALINGS (Note 2)

(a) Purchases and sales

Total number of securities Highest price paid (Note  Lowest price paid (Note 3)
purchased                  3)                                                  
                                                                               
90                         �10.6500                  �10.6500                  

Total number of securities Highest price received    Lowest price received     
sold                       (Note 3)                  (Note 3)                  
                                                                               
5,100                      �10.6550                  �10.6500                  

(b) Derivatives transactions (other than options)

Product name,  Long/short (Note  Number of securities     Price per unit (Note 
               4)                (Note 5)                 3)                   
e.g. CFD                                                                       
                                                                               

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, Writing,    Number of     Exercise Type, e.g. Expiry  Option     
              selling,    securities to          American,          money      
e.g. call     purchasing, which the     price    European   Date               
option        varying     option                 etc.               paid/      
              etc.        relates (Note                             received   
                          5)                                        per unit   
                                                                    (Note 3)   
                                                                               

(ii) Exercising

Product name, e.g. call    Number of securities      Exercise price per unit   
option                                               (Note 3)                  
                                                                               

3. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person 
disclosing and any other person relating to the voting rights of any relevant  
securities under any option referred to on this form or relating to the voting 
rights or future acquisition or disposal of any relevant securities to which   
any derivative referred to on this form is referenced. If none, this should be 
stated.                                                                        
                                                                               
None                                                                           

Date of disclosure                           12 May 2006                       
                                                                               
Contact name                                 Nina TOPIWALA                     
                                                                               
Telephone number                             020 7475 3372                     
                                                                               
Name of offeror with which connected         Bristol Water Group Plc           
                                                                               
Nature of connection (Note 6)                (3) Financial Adviser and Broker  

Notes

       The Notes on Form 38.5 can be viewed on the Takeover Panel's website at 
                                                    www.thetakeoverpanel.org.uk



END

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