Rule 8.3 - HENDERSON GROUP PLC

FORM 8.3

Please note that the Long position was incorrectly reported on previous disclosures. This has been corrected on today's
disclosure.

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              HENDERSON GROUP PLC
Class of relevant security    ORD GBP0.125
to which the dealings being
disclosed relate (Note 2)
Date of dealing               27 January 2009

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant      16,450,885     2.27%        161,027     0.02%
securities
(2) Derivatives   41,185,174     5.68%        209,074     0.03%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total             57,636,059     7.95%        370,101     0.05%

(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale   Number of Securities   Price per unit
Purchase        175,456                1.2511 AUD
Purchase        52,640                 1.2654 AUD
Purchase        15,002                 1.2491 AUD
Purchase        43,083                 .6052
Purchase        22,806                 .6240
Purchase        19,270                 .6265
Purchase        9,635                  .6375
Purchase        4,617                  .6101
Sale             15,002                1.2491 AUD
Sale            15,002                 1.2491 AUD
Sale            155,405                .6103
Sale            66,155                 .6025
Sale            3,646                  .6325


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          66155         0.6025
CFD            Long          155405        0.6103
CFD            Long          3646          0.6325
CFD            Short         28693         0.5967
CFD            Short         43083         0.6052
CFD            Short         4617          0.61
CFD            Short         175456        1.2511


(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 money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

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.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         28 January 2009
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk