Rule 8.1- Carillion plc

Carillion PLC
11 December 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                                            11 December 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                                  651,271   0.23
(2) Derivatives (other than options)
(3) Options
and agreements
to
purchase/sell                               1,819,345 0.65
                                    Total   2,470,616 0.88

(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    Exercise Date        Expiry 
                                          Grant/     Carillion Price    exercisable Date    
                                          Award      Shares    (Pence)  (Subject to         
                                                                        Performance         
                                                                        Target)             
                               Executive  09/01/01   501,930   129.5p   09/01/04    09/01/11
                               Share                                                        
                               Option                                                       
                               Scheme                                                       
                               Executive  19/03/02   254,532   210.7p   19/03/05    19/03/12
                               Share                                                        
                               Option                                                       
                               Scheme                                                       
                               Executive  01/07/03   150,795   163.4p   01/07/06    01/07/13
                               Share                                                        
                               Option                                                       
                               Scheme                                                       
                               Executive  31/03/04   175,229   184.9p   31/03/07    31/03/14
                               Share                                                        
                               Option                                                       
                               Scheme                                                       
                               Long Term  15/03/05   191,043   N/A      15/03/08    N/A     
                               Incentive                                                    
                               Plan                                                         
                               Leadership 06/07/06   218,354   N/A      06/07/09    N/A     
                               Equity                                                       
                               Award Plan                                                   
                               Leadership 10/04/07   206,773   N/A      10/04/10    N/A     
                               Equity                                                       
                               Award Plan                                                   
                               Deferred   07/04/06   44,778    N/A      Transfer in N/A     
                               Bonus Plan                               04/08               
                               Deferred   03/04/07   75,911    N/A      Transfer in N/A     
                               Bonus Plan                               04/09 


3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale     Number of securities          Price per unit (Note 5)
Purchase                               25,000                        £3.509321

(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                                         11 December 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



                      This information is provided by RNS
            The company news service from the London Stock Exchange
             XDBGGRB