SAR - Carillion Plc

Schroders PLC
11 April 2002

                                                                      FORM SAR 3

Lodge with Company Announcements Office (which will publicise and copy to the
Panel). A copy must also be sent to the company the shares of which are
acquired.

Date of disclosure:     11/04/02

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

Date of acquisition     10/04/02

Acquisition in          Carillion Plc

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

           50p ordinary shares                   625,890 shares

                                                         rights


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


            32,089,502 ( 15.085%)                                                 15.085%




(3)     Party making disclosure     Schroders Plc

                                                       
        (4)     (a)     Name of person acquiring      Schroders Plc on behalf of
        shares or rights over shares and, if          institutional clients on
        different, beneficial owner                   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)     Alison Dunn

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 0129




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