SAR - Carillion PLC

Schroders PLC
26 September 2003

                                                                      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:     26/09/03

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

Date of acquisition     25/09/03

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                               302,900 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)

36,639,501 shares (18.141%)
                                                                                       18.141%


 (3)     Party making disclosure     Schroders plc
                                                      Schroders plc on behalf of institutional clients on
        (4)     (a)     Name of person acquiring      a non-beneficial basis
        shares or rights over shares 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)     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 012


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