Director Shareholding

Schroder UK Growth Fund PLC
6 June 2001

             NOTIFICATION OF INTEREST OF DIRECTORS AND CONNECTED

                                   PERSONS

All relevant boxes should be completed in block capital letters.

1.    Name of company                      2.     Name of director
      Schroder UK Growth Fund plc                 I P Sedgwick

3.    Please state whether notification    4.     Name of registered holder(s)
      indicates that it is in respect of          and, if more than one holder,
      holding of the director named in 2          the number of shares held by
      above or holding of that person's           each of them (if notified)
      spouse or children under the age of
      18 or in respect of a non-beneficial
      interest

      Director and Spouse                         Schroder Nominees Limited as
                                                  a registered holder of shares
                                                  in the Schroder ISA plan.
                                                  

5.    Please state whether notification    6.     Please state the nature of
      relates to a person(s) connected            the transaction. For PEP
      with the director named in 2 above          transactions please indicate
      and identify the connected person(s)        whether general/single co PEP
                                                  and if discretionary/non
                                                  discretionary

      Notification includes Director's            Reinvestment of Dividends
      wife - Mrs V M Sedgwick                     held through a non
                                                  discretionary ISA.

7.    Number of shares 8.    Percentage 9.    Number of shares 10.   Percentage
      /amount of stock       of issued        /amount of stock       of issued
      acquired               class            disposed               class

      114                    0.000059         -                      -

11.   Class of         12.   Price per  13.   Date of          14.   Date
      security               share            transaction            company
                                                                     informed
      Ordinary Shares        143p             5 February 2001        6 June
                                                                     2001

15.   Total holding following this  16.   Total percentage holding of issued
      notification                        class following this notification

      28,731 Ordinary Shares              0.015
      (through the Schroder PEP/
      ISA)                                

      37,500 Ordinary Shares              0.019
      (registered)

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  20. Description of shares or
    of the option                             debentures involved: class,
                                              number



21. Exercise price (if fixed at time of   22. Total number of shares or
    grant) or indication that price is to     debentures over which options
    be fixed at time of exercise              held following this notification


23. Any additional information            24. Name of contact and telephone
                                              number for queries.
    Director not yet informed
                                              John Spedding Tel: [phone]

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

      Date of notification 6 June 2001

                                      John Spedding
                                      For SCHRODER INVESTMENT MANAGEMENT LIMITED
                                      Secretaries