SAR - Headlam Group PLC

Schroders PLC
1 May 2001

                                                      FORM SAR 5


                                       Date of disclosure     01/05/01

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

                 
Date of sale          30/04/01

Sale of               HEADLAM GROUP PLC                   (name of company)


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

       ORDINARY 5P SHARES        475,000 shares
         
                                         rights


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

    12,354,459     (14.750%)                  (    %)              (14.750%)


(3) Party making disclosure            SCHRODERS PLC  

(4)  (a)  Name of person selling shares or rights over shares 
          and, if different, beneficial owner   SCHRODERS PLC ON BEHALF OF
                                                INSTITUTIONAL CLIENTS ON A
                                                NON-BENEFICIAL BASIS 

     (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 (COMPLIANCE REPORTING ASSISTANT)

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 7382 9026.