Substantial Acquisitions of Shares Disclosure

Diagonal PLC
30 May 2000
                                                        FORM SAR 3

                                      Date of disclosure...30.05.00.....

                 DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING
                   SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')
                 
Date of acquisition.......26.05.00......................................

Acquisition in.....DIAGONAL........................(name of company)


(1) Class of voting shares    Number of shares/rights   If rights over shares
    (eg ordinary shares)      over shares acquired      acquired, as opposed
                                                        to the shares
                                                        themselves, specify
                                                        nature of rights

    ...ORD 10P...             ...393,700....shares     .....................
                              ...N/A..........rights


(2) Resultant total holding   Resultant total holding   Total percentage
    of voting shares (and %   of rights over shares
    of total voting shares    (and % of total voting
    in issue)                 shares in issue)

    .18,349,797.(  21.99   %)   ...............(    %)    .............(21.99%)


(3) Party making disclosure..HENDERSON INVESTORS LTD AND ITS FELLOW SUBSIDIARIES
(INCLUDING HENDERSON FUND MANAGEMENT LTD)

(4)  (a)  Name of person acquiring shares or rights over shares .HENDERSON      
                                                                INVESTORS
          and, if different, beneficial owner............................... 

     (b)  Names of any other persons acting by
          agreement or understanding (see SAR 5)............................


Signed, for and on behalf of the party named in (3) above...................

(Also print name of signatory)......TOM WARE..............................

Telephone and extension number.......0171 410 4786.........................

Note. Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person.  Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs.  If in doubt, contact the Panel on Take-overs and Mergers, 
Tel. No: 020 7382 9026.