Rule 8.1- Carillion plc

Carillion PLC
12 November 2007


                                    FORM 8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
                 (Rules 8.1(a) and (b)(i) of the Takeover Code)

1. KEY INFORMATION

Name of person dealing (Note 1)                            J McDonough

Company dealt in                                           Carillion plc

Class of relevant security to which the dealings being     Ordinary Shares of
disclosed relate (Note 2)                                  50p each

Date of dealing                                            9 November 2007


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 securities                       626,270 0.22

(2) Derivatives (other than options)

(3) Options and agreements to
purchase/sell                               1,819,345 0.65

                                    Total   2,445,615 0.87

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

          Class of relevant security:                 Long          Short
                                                  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

Ordinary Shares of 50p each   Date of        No. of Carillion     Exercise Price   Date exercisable       Expiry Date
                            Grant/Award          Shares               (Pence)  (Subject to Performance 
                                                                                      Target)

Executive Share Option Scheme   09/01/01        501,930               129.5p         09/01/04              09/01/11

Executive Share Option Scheme   19/03/02        254,532               210.7p         19/03/05              19/03/12

Executive Share Option Scheme   01/07/03        150,795               163.4p         01/07/06              01/07/13

Executive Share Option Scheme   31/03/04        175,229               184.9p         31/03/07              31/03/14

Long Term Incentive Plan        15/03/05        191,043                  N/A         15/03/08                   N/A

Leadership Equity Award Plan    06/07/06        218,354                  N/A         06/07/09                   N/A

Leadership Equity Award Plan    10/04/07        206,773                  N/A         10/04/10                   N/A

Deferred Bonus Plan             07/04/06         44,778                  N/A     Transfer in 04/08              N/A

Deferred Bonus Plan             03/04/07         75,911                  N/A     Transfer in 04/09              N/A


3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale                 Number of securities    Price per unit (Note 5)

Purchase (pursuant to a
Dividend Reinvestment Plan)
offered to shareholders of
Carillion plc whose names
appeared on the register of
members on 14 September 2007                  5,534                  £3.886452

(b) Derivatives transactions (other than options)

Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         5)
e.g. CFD



(c) Options transactions in respect of existing securities


(i) Writing, selling, purchasing or varying

Product  Writing,     Number of         Exercise   Type, e.g. Expiry   Option
name,    selling,     securities to                American,           money
         purchasing,  which the option             European
         varying      relates (Note 7)             etc.
         etc.
e.g.                                    price                 date     paid/
call                                                                   received
option                                                                 per unit
                                                                       (Note 5)


(ii) Exercising

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

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

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



4. OTHER INFORMATION

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.


NONE

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

Date of disclosure                                         12 November 2007

Contact name                                               Tim George

Telephone number                                           01902 318137

Name of offeree/offeror with which associated              Carillion plc

Specify category and nature of associate status (Note 10)  Director of Offeror



Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk



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