Holding in Company

Carillion PLC
24 July 2001

CARILLION PLC HOLDING IN COMPANY

Carillion plc encloses below the text of a letter received from Schroder
Investment Management dated 18 July 2001:

Carillion plc

50p Ordinary Shares ('Shares')

We write to advise you that we, Schroder Investment Management Limited, have
an interest in 19,543,003 shares which are held in portfolios managed by us on
a discretionary basis for clients under investment management agreements.

Included in this figure are:

 i. 4,565,592 shares registered or to be registered in the name of our
    wholly-owned subsidiary nominee company, Schroder Nominees Limited
    (Schroder Nominees).
ii. 5,187,609 shares held in (a) unit trust(s) operated and managed by another
    wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and
    registered or to be registered in the name of Chase Nominees Limited, and
iii. 9,789,802 shares neither registered nor to be registered in the name of
    Schroder Nominees or Chase Nominees Limited. The registration details are
    shown on the enclosed schedule.

An affiliated company, Schroder Investment Management North America Inc (SIMNA
Inc), is managing (a) portfolio(s) on a similar basis holding a further
1,660,416 shares. These shares are registered or to be registered in the name
of Chase Nominees Limited.

Another affiliated company, Schroder Hermes, is managing 354,474 shares in (a)
portfolio(s) on a passive (index tracker) basis for clients under investment
management agreements. These shares are registered or to be registered in the
name of Chase Nominees Limited.

We believe that we and our affiliated companies are therefore interested in an
overall aggregate of 21,557,893 shares, representing some 10.174% of the total
number of shares in issue, namely 211,895,960 shares.

This notification is made to you:

 a. in respect of our interest as investment managers and also by virtue of the
    fact that we are the parent company of SUTL,
 b. on behalf of Schroder Hermes, SIMNA Inc and SUTL in relation to the
    interests they are treated as having respectively under the Companies Act
    1985 (the Act), and
 c. on behalf of Schroders plc., our holding company, which is treated as
    having an interest in all of the above shares under the Act by virtue of
    its ownership of SIMNA Inc and ourselves.

Yours faithfully,

Alison Dunn

Regulatory Reporting Officer


                                   SCHEDULE
                                 CARILLION PLC
                              50p ORDINARY SHARES

Registration                                                        Amount

Nortrust Nominees Limited a/c: BOCPF                                303,022
Nortrust Nominees Limited a/c: SRC13                                76,000
Nortrust Nominees Limited                                           750,000
Chase Nominees Limited                                              50,000
Mineworkers' Pension Scheme a/c: R                                  1,350,000
HSBC Global Custody Nominee (UK) Ltd a/c: 771401                    75,137
RBSTB Nominees Ltd. a/c: LAUR                                       65,500
RBSTB Nominees Ltd. a/c: ESPSBEB                                    257,000
British Coal Staff Superannuation a/c: P                            2,708,619
Morgan Nominees Limited a/c: GRL-Crest ID:AG01                      274,000
Chase Manhattan Bank                                                300,000
MSS Nominees Limited a/c: 809797                                    335,707
MSS Nominees Limited a/c: 831286                                    1,675,817
BT Globenet Nominees Ltd. a/c: 6B                                   869,000
Imperial Pensions Nominees Limited                                  700,000

Total                                                               9,789,802