Substantial Acquisitions of Shares Disclosure

Paragon Group Of Companies PLC
6 June 2000

                                                        FORM SAR 3


                                       Date of disclosure....6.6.2000...

                 DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING
                   SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')

                 
Date of acquisition......2.6.2000........................................

Acquisition in...........The Paragon Group of Companies Plc...(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

    .....Ordinary 10p....     ....556,880.....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)

    ..21,078,400..( 18.116 %)  ...............(    %)   ..21,078,400..(18.116%)


(3) Party making disclosure....Schroder Investment Management Limited.........  

(4)  (a)  Name of person acquiring shares or rights over shares ............
          and, if different, beneficial owner...Schroder Investment Management  
                                               Limited. On behalf of            
                                              Institutional Clients on a Non-   
                                             Beneficial basis. 

     (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).......Paul Martin (Compliance Manager).......

Telephone and extension number.......020 7 658 3850 (Direct Line)...........

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.