SAR - Carillion PLC

Schroders PLC
06 December 2002

                                                                      FORM SAR 5

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


Date of disclosure:     06/12/02


      DISCLOSURE UNDER NOTE 3 ON RULE 5 OF THE RULES GOVERNING SUBSTANTIAL
                        ACQUISITIONS OF SHARES ('SARs')

Date of sale     05/12/02


Sale of          Carillion Plc


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

   Ordinary 50p shares                  32,400     shares

                                                   rights


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

   40,403,771 (18.99%)                  ( %)                               18.99%



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

               and, if different, beneficial owner


       (b)     Names of any other persons acting by agreement or understanding



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)

                          ___________________________

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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