SAR - Carillion Plc

Schroders PLC
22 May 2002

                                                                      FORM SAR 3

Lodge with a RIS or Newstrack and the Takeover Panel. A copy must also be sent
to the company the shares of which are acquired.

Date of disclosure:     22/05/02

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

Date of acquisition     21/05/02

Acquisition in          Carillion Plc
                                    Number of shares over shares       If rights over shares acquired, as
    (1)     Class of voting shares  acquired                           opposed to the shares themselves,
    (e.g. ordinary shares)                                             specify nature of rights

50p ordinary shares                      1,100,000 shares






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

36,756,521 shares (17.278%)                                                (17.278%)


 (3)     Party making disclosure     Schroders plc
                                                      
        (4)     (a)     Name of person acquiring      Schroders plc on behalf of institutional clients on
        shares or rights over shares and, if          a non-beneficial basis
        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)     Alison Dunn (Regulatory Reporting Officer)

Telephone and extension number     020 7658 2959 (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 Takeovers and Mergers, Tel. No.: 020
7638 012



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