Director Shareholding

Schroder UK Growth Fund PLC
23 May 2002

              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 indicates that it  4.      Name of registered holder(s) and, if more than one
       is in respect of holding of the director named in 2          holder, the number of shares held by each of them
       above or holding of that person's spouse or children         (if notified)
       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 PEP/ISA plan.
                                                                    

5.     Please state whether notification relates to a       6.      Please state the nature of the transaction. For PEP
       person(s) connected with the director named in 2             transactions please indicate whether general/single
       above and identify the connected person(s)                   co PEP and if discretionary/non discretionary
       Notification includes Director's wife - Mrs V M              Reinvestment of Dividends held through a non
       Sedgwick                                                     discretionary PEP/ISA.

7.    Number of shares/amount  8.    Percentage of issued  9.    Number of shares/     10.   Percentage of issued
      of stock acquired              class                       amount of stock             class
                                                                 disposed
      667                            0.00036                     -                           -

11.   Class of security        12.   Price per share       13.   Date of transaction   14.   Date company informed
      Ordinary Shares                118.00p                     8 August 2001               23 May 2002

15.    Total holding following this notification            16.    Total percentage holding of issued class following
                                                                   this notification
       29,398 Ordinary Shares (through the Schroder PEP/           0.016
       ISA)
                                                                   0.019
       37,500 Ordinary Shares (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 of the option    20.      Description of shares or debentures involved:
                                                                      class, number



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


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 23 May 2002
                                                                John Spedding

                                                                For SCHRODER INVESTMENT MANAGEMENT LIMITED

                                                                Secretaries





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