FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                        Report of Foreign Private Issuer


                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934


                               1 September, 2005


                                    O2 plc


                                Wellington Street
                       Slough, Berkshire SL1 1YP, England

                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F

                         Form 20-F..X... Form 40-F.....


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                               Yes ..... No ..X...


If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82 ________


Enclosure:

Copy of announcement regarding Director/PDMR Shareholding sent to the
London Stock Exchange on 1 September, 2005




NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).

(1)  An issuer making a notification in respect of a transaction relating to the
     shares or debentures of the issuer should complete boxes 1 to 16, 23 and
     24.
(2)  An issuer making a notification in respect of a derivative relating to the
     shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and
     24.
(3)  An issuer making a notification in respect of options granted to a director
     /person discharging managerial responsibilities should complete boxes 1 to
     3 and 17 to 24.
(4)  An issuer making a notification in respect of a financial instrument
     relating to the shares of the issuer (other than a debenture) should
     complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1. Name of the issuer

O2 plc

2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
(iii)

3. Name of person discharging managerial responsibilities/director

Peter Erskine      Director
David Finch        Director
Danuta Gray        PDMR
Andrew Harley      PDMR
Richard Poston     PDMR
Sohail Qadri       PDMR

4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

N/A in all above cases

5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

In respect of those listed in 3 above in all cases.

6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

Ordinary shares of 0.1p each fully paid

7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them

Hill Samuel ESOP Trustees Limited

8 State the nature of the transaction

Acquisition underO2 Share Ownership Plan following re-investment of dividend

9. Number of shares, debentures or financial instruments relating to shares
acquired

Peter Erskine      114
David Finch        114
Danuta Gray         38
Andrew Harley      114
Richard Poston     114
Sohail Qadri       114

10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)

De minimis in each case

11. Number of shares, debentures or financial instruments relating to shares
disposed

12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)

13. Price per share or value of transaction

151.5p each

14. Date and place of transaction

26 August 2005, London

15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

Peter Erskine      966,511
David Finch      1,029,369
Danuta Gray         33,392
Andrew Harley      353,738
Richard Poston     140,025
Sohail Qadri         5,182

Percentage holding is de minimis all above cases.

16. Date issuer informed of transaction

1 September 2005

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17 Date of grant

.....................................

18. Period during which or date on which it can be exercised

.....................................

19. Total amount paid (if any) for grant of the option

.....................................

20. Description of shares or debentures involved (class and number)

.....................................
.....................................

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise

.....................................

22. Total number of shares or debentures over which options held following
notification

.....................................

23. Any additional information

.....................................

24. Name of contact and telephone number for queries

Deborah Russell, 01753 628096

Name and signature of duly authorised officer of issuer responsible for making
notification

Philip Bramwell, Company Secretary

Date of notification

1 September 2005

END



                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                                 O2 plc


Date: 1 September, 2005                    By:___/s/ Robert Harwood___

                                           ROBERT HARWOOD
                                           Assistant Secretary