Rule 8.3 - O2 Plc

Schroders PLC
04 November 2005

                                                                        FORM 8.3

   DEALINGS BY PERSONS WHO OWN OR CONTROL 1% OR MORE OF ANY CLASS OF RELEVANT
                                    SECURITY
              (Rule 8.3 of The City Code on Takeovers and Mergers)


Name of purchaser/vendor *                       Schroders plc

Company dealt in                                 O2 Plc

Relevant security dealt in                       Ordinary 0.1p shares

If a connected EFM, name of offeree/offeror with n/a
which connected

If a connected EFM, nature of connection #       n/a


Date of dealing                                  03.11.05



DEALINGS +

Amount bought                                    Price per unit (currency must be stated)



Amount sold                                      Price per unit (currency must be stated)

676,388                                          197.125p
6,000                                            197p
2,928,372                                        197p
263,291                                          197p



Resultant total amount and percentage of the same 256,739,810 (2.929%)
relevant security owned or controlled



IS A SUPPLEMENTAL FORM 8 (DERIVATIVE)/FORM 8 (OPTION) ATTACHED?            NO


Date of disclosure                               04.11.05

Contact name                                     Ian Chappell

Telephone number                                 020 7658 7941




*  Specify the owner or controller in addition to the person dealing.  The
naming of nominees or vehicle companies is insufficient.  In the case of
disclosure of dealings by fund managers on behalf of discretionary clients, the
clients need not be named.

#  See the definition of 'connected fund managers and principal traders' in the
Definitions Section of the Code.

+  If disclosing dealings/holdings in derivatives or options, please attach
Supplemental Form 8 (Derivative) or Supplemental Form 8 (Option), as
appropriate.



For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.


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