Directors' Notification of Dealing in Shares

Schroders PLC
16 June 2000

Schroders plc - Directors' Interests
====================================

Schroders  plc has today been informed of changes to the holdings of  certain
Directors  following  the recent Scheme of Arrangement. Purchases  of
Schroders  plc  non-voting  shares resulting from the re-investment  of  cash
in PEP and ISA accounts took place on 25th May 2000 at  a  price  of £8.96 per
share as follows:

                                              No. of Shares    New Holding of
                                                Purchased      Non-voting
                                                               Shares
                                              -------------    --------------

                   D.M. Salisbury                 349          13,403
                   A.F. Sykes                     426          29,425

Additionally,  as a result of the Scheme of Arrangement the  rights  held  by
Directors over non-voting shares have been adjusted as follows:-

                    Performance Share Plan          Equity Compensation Plan
                    ----------------------          ------------------------

                    Previous       New              Previous       New
                    Holding        Holding          Holding        Holding
                    -------        -------          -------        -------

N.R. MacAndrew      54,413         77,274           40,565          57,614
D.M. Salisbury      46,986         66,727           72,320         102,719
A.F. Sykes          30,539         43,370           31,970          45,399

Options
=======

The  following  are  the adjusted holdings and exercise prices  of  non-voting
ordinary  shares under the Executive Share Option Scheme 1986 and  the  Share
Option Plan 1999.

                                            1986 Scheme
                                            -----------

                     Date of Grant     Adjusted No. of     Adjusted Exercise
                                       Non-Voting Shares   price per share
                     -------------     -----------------   -----------------

G.W. Mallinckrodt    22nd March 1993       332,319              £2.524
N.R. MacAndrew       21st March 1994        47,930              £3.49
                     28th March 1995        31,953              £4.19
                     18th March 1996        53,256              £4.412
A.F. Sykes           28th March 1995        47,930              £4.19
                     18th March 1996        42,605              £4.412


                                           1999 Plan
                                           ---------

Date of Grant                  7th May 1999               13th March 2000
-------------                  ------------               ---------------

Adjusted Exercise Price          £8.22                        £8.00

                               Adjusted No. of            Adjusted No. of
                               Non-Voting Shares          Non-Voting Shares
                               -----------------          -----------------

N.R. MacAndrew                    30,413                      112,499
D.M. Salisbury                    48,660                      149,998
A.F. Sykes                        24,851                      112,499



I. Johnson
(telephone: [phone])