DOWNER EDI LIMITED — Major Shareholding Notification 2007

Oct 23, 2007

Form 605 Corporations Act 2001 Section 671B

Notice of Ceasing to be a Substantial Holder

To: Downer EDI Ltd

ACN/ARSN:

1. Details of substantial holder (s)

Name: FMR LLC and FIL ACN/ARSN (if applicable)

The holder ceased to be a substantial holder on The previous notice was given to the company on The previous notice was dated

22 October 2007 8 August 2007 7 August 2007

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Change	Person whoserelevant interestchanged	Nature of change(6)	Considerationgiven inrelation tochange(7)USD $	Class & No. ofsecurities affectedCommon stock	Person’svotesaffectedCommonstock
09 August 2007	FMR LLC & FIL	Market Acquisition	4.6543	10,700	10,700
14 August 2007	FMR LLC & FIL	Market Disposition	4.2745	63,968	63,968
14 August 2007	FMR LLC & FIL	Market Disposition	4.2978	500,000	500,000
23 August 2007	FMR LLC & FIL	Market Disposition	4.8090	52,099	52,099
31 August 2007	FMR LLC & FIL	Market Disposition	5.1954	136,000	136,000
31 August 2007	FMR LLC & FIL	Market Disposition	5.1954	3,300	3,300
31 August 2007	FMR LLC & FIL	Market Disposition	5.2297	65,900	65,900
31 August 2007	FMR LLC & FIL	Market Disposition	5.2297	28,100	28,100
31 August 2007	FMR LLC & FIL	Market Disposition	5.1954	64,600	64,600
03 September 2007	FMR LLC & FIL	Market Disposition	5.1730	79,800	79,800
03 September 2007	FMR LLC & FIL	Market Disposition	5.1878	38,700	38,700
03 September 2007	FMR LLC & FIL	Market Disposition	5.1878	9,200	9,200
03 September 2007	FMR LLC & FIL	Market Disposition	5.1730	63,200	63,200
04 September 2007	FMR LLC & FIL	Market Disposition	5.3480	54,947	54,947
04 September 2007	FMR LLC & FIL	Market Disposition	5.3819	154,297	154,297
04 September 2007	FMR LLC & FIL	Market Disposition	5.3480	3,647	3,647
04 September 2007	FMR LLC & FIL	Market Disposition	5.3819	31,716	31,716
04 September 2007	FMR LLC & FIL	Market Disposition	5.3819	14,095	14,095
04 September 2007	FMR LLC & FIL	Market Disposition	5.3480	41,408	41,408
05 September 2007	FMR LLC & FIL	Market Disposition	5.2682	56,512	56,512

05 September 2007	FMR LLC & FIL	Market Disposition	5.2489	78,630	78,630
05 September 2007	FMR LLC & FIL	Market Disposition	5.2682	3,753	3,753
05 September 2007	FMR LLC & FIL	Market Disposition	5.2489	32,622	32,622
05 September 2007	FMR LLC & FIL	Market Disposition	5.2489	14,499	14,499
05 September 2007	FMR LLC & FIL	Market Disposition	5.2682	42,592	42,592
11 September 2007	FMR LLC & FIL	Market Disposition	5.2368	24,324	24,324
13 September 2007	FMR LLC & FIL	Market Acquisition	5.2217	76,460	76,460
20 September 2007	FMR LLC & FIL	Market Disposition	5.3512	50,936	50,936
02 October 2007	FMR LLC & FIL	Market Acquisition	5.5739	62,560	62,560
04 October 2007	FMR LLC & FIL	Market Disposition	5.9006	23,681	23,681
09 October 2007	FMR LLC & FIL	Market Disposition	5.7156	45,507	45,507
17 October 2007	FMR LLC & FIL	Market Disposition	6.0611	45,972	45,972
22 October 2007	FMR LLC & FIL	Market Disposition	5.8914	1,400,000	1,400,000
				Total Buys	149,720
				Total Sales	3,224,005
				Non-MarketIncrease	53,541
				Overall Decrease	3,020,744

3. Resulting interest

Class of Securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
Ordinary Shares	15,635,056	4.87%	4.87%

4. Changes in Association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (ifapplicable)	Nature of association
FMR LLC / FMR Co /FMTC / Pyramis GlobalAdvisors Trust Company /Pyramis Global AdvisorsLLC	As a result of an internal merger reorganisation, FMR LLC is the successor entityto FMR Corp. and has assumed all its rights and obligations. FMR LLC is aDelaware limited liability company with its principle place of business at 82Devonshire Street, Boston, Massachusetts.FMR Co is the adviser to the registered holders named in Section 4 and haspower under its management agreements to dispose of the subject shares.FMR Co is a wholly-owned subsidiary of FMR LLC, a Delaware corporation.Edward C. Johnson 3d is chairman of FMR LLC and owns in excess of 10% of thevoting power of FMR LLC and may thereby be deemed an associate of FMR Co.However, neither FMR LLC nor Edward C. Johnson 3d has sole power to vote ordirect the voting of, or to dispose of or direct the disposition of, the subject shares.FMR Co. carries out such voting under written guidelines established by the Boardof Trustees of the Funds which are the registered holders.Fidelity Management Trust Company ("FMTC"), Pyramis Global Advisors TrustCompany and Pyramis Global Advisors LLC are trust company’s organised underthe laws of Massachusetts and is a wholly-owned subsidiary of FMR LLC.Because FMTC, Pyramis Global Advisors Trust Company, Pyramis GlobalAdvisors LLC and FMR Co. are under the common control of FMR LLC, FMTC,Pyramis Global Advisors Trust Company and Pyramis Global Advisors LLC maybe considered a related body corporate and hence an "associate" of FMR LLC, assuch term is used in the Corporations Law.FMTC, Pyramis Global Advisors Trust Company and Pyramis Global AdvisorsLLC’s relevant interest consists of the power to dispose of, and may also consistof the power to vote or direct the voting of, the shares for the institutional accountswith which ithas amanagement agreement.
FIL	FIL is the adviser to the registered holders named in Section 4 above, each ofwhich is an investment company organized under the laws of a jurisdiction otherthan the United States, and has power under its management agreements todispose of the subject shares.Edward C. Johnson 3d is chairman of FIL and owns in excess of 20% of the votingpower of FIL. By reason of his ownership of the "prescribed percentage" of FIL,Mr. Johnson may be deemed the holder of a relevant interest in the subject sharesand a substantial shareholder.FIL has powertovote and dispose ofthe shares oftheFundswhich it advises.

5. Addresses

The addresses of persons named in this form are as follows:

Name	Address
FMR LLC	82 Devonshire Street Boston, MA 02109
FIL	POBox HM670,Hamilton HMCX,Bermuda

Sign Here ____________________________________ Dated 23 October 2007 Rani Jandu

Regulatory Reporting Senior Manager, FIL – Investment Compliance Duly authorized under Powers of Attorney dated August 25, 2004 by Eric D. Roiter by and on behalf of FMR LLC and its direct and indirect subsidiaries, and Fidelity International Limited and its direct and indirect subsidiaries.