Holding in Company

Babcock International Group PLC
11 July 2001



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     UBS ASSET MANAGEMENT LIMITED, PHILLIPS & DREW LIFE LIMITED, 
     UBS ASSET MANAGEMENT INTERNATIONAL LIMITED

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18



4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     SEE BELOW

5)   Number of shares/amount of stock acquired.

     NOT DISCLOSED

6)   ( NOT DISCLOSED %) of issued Class

7)   Number of shares/amount of stock disposed

     NOT DISCLOSED

8)   ( NOT DISCLOSED %) of issued Class

9)   Class of security

     ORDINARY SHARES OF 60p

10)  Date of transaction

     NOT DISCLOSED

11)  Date company informed

     11th JULY 2001

12)  Total holding following this notification

     15,916,601
              
13)  Total percentage holding of issued class following this notification

     10.85%

14)  Any additional information

     NONE

15)  Name of contact and telephone number for queries

     HELEN MAHY - 01494 727 296

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ...11th JULY 2001



LETTER TO: BABCOCK INTERNATIONAL GROUP PLC

Re: S.198 Companies Act 1985: as amended by The Disclosure of Interest in
    Shares (Amendment) Regulations 1993

In accordance with the Companies Act 1985, (as amended) I write to notify you
that UBS Asset Management Limited, Phillips & Drew Life Limited and UBS Asset
Management International Limited have an interest in 15,916,601 ord 60p shares
of the Company. This represents 10.85% of the issued share capital of the
Company.

Below is a list of the Registered holders.

UBS Asset Management Limited, Phillips & Drew Life Limited and UBS Asset
Management International Limited are subsidiaries of UBS Asset Management
Holding (No.2) Limited is also treated as having an interest in the above
shares. We are authorised to make this aggregate disclosure on behalf of 
UBS Asset Management Holding (No.2) Limited the registered address of which 
is:                
                   Triton Court
                   14 Finsbury Square
                   London EC2A 1PD

Those clients on the schedule below marked with an asterisk are clients of UBS
Asset Management International Limited.
                 
LETTER FROM PHILLIPS & DREW FUND MANAGEMENT LIMITED



                  Babcock International Group Plc

              Total Issued Share Capital - 146,572,545

Name                                                  Quantity

CHASE NOMINEES LIMITED            A/C GMC3           1,586,831
CITY OF EDINBURGH COUNCIL         A/C LTH4             293,776
NORTHERN TRUST CO                 A/C NTH1             298,558
NUTRACO NOMINEES LIMITED          A/C WUT1              33,333
PHILDREW NOMINEES LIMITED         A/C ACA              226,683
PHILDREW NOMINEES LIMITED         A/C BA               213,161
PHILDREW NOMINEES LIMITED         A/C BTRGPS           832,554
PHILDREW NOMINEES LIMITED         A/C BUG              197,419
PHILDREW NOMINEES LIMITED         A/C DRG4              92,346
PHILDREW NOMINEES LIMITED         A/C FRB               68,333
PHILDREW NOMINEES LIMITED         A/C HAR              195,472
PHILDREW NOMINEES LIMITED         A/C HFM               99,166
PHILDREW NOMINEES LIMITED         A/C JST               51,230
PHILDREW NOMINEES LIMITED         A/C LF09             527,385
PHILDREW NOMINEES LIMITED         A/C LF20           7,432,072
PHILDREW NOMINEES LIMITED         A/C OZ               190,961
PHILDREW NOMINEES LIMITED         A/C OE01              16,613
PHILDREW NOMINEES LIMITED         A/C PPD               82,500
PHILDREW NOMINEES LIMITED         A/C RFF              193,500
PHILDREW NOMINEES LIMITED         A/C RNL              196,666
PHILDREW NOMINEES LIMITED         A/C SGU              413,333
PHILDREW NOMINEES LIMITED         A/C SIS              209,172
PHILDREW NOMINEES LIMITED         A/C TUE              429,944
PHILDREW NOMINEES LIMITED         A/C TWF1             109,895
PHILDREW NOMINEES LIMITED         A/C TW               875,578
PHILDREW NOMINEES LIMITED         A/C UT21             966,430
RBSTB NOMINEES LIMITED            A/C SAE1 *            14,378
RBSTB NOMINEES LIMITED            A/C SAT1 *            19,312
UBS LUXEMBOURG                    A/C BSC9 *            50,000
                                                     ---------
                                                    15,916,601
                                                     ---------
                                                        10.85%