Holding in Company

Babcock International Group PLC
12 July 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     FMR CORP.
     FIDELITY INVESTMENTS LIMITED
     MR. EDWARD C. JOHNSON 3D

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

     9,029,356
               
              
13)  Total percentage holding of issued class following this notification

     6.16%

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 ...12 JULY 2002...........




Amendment No. 21


       NOTIFICATIONS UNDER SECTIONS 198 TO 202 -- UK COMPANIES ACT

1. Company in which shares are held:   Babcock International Group Plc

2. Notifiable Interest:                Ordinary Shares

     A     FMR Corp
           82 Devonshire Street
           Boston, MA 02109

           Parent holding company of Fidelity Management Trust Company (FMTC), a
           US state chartered bank which acts as a trustee or investment manager
           of various pension and trust accounts. (See Schedule A for listing of
           Registered Shareholders and their holdings.)

     B     Fidelity International Limited (FIL)
           P.O. BOX HM 670
           Hamilton HMCX, Bermuda

           Parent holding company for various direct and indirect subsidiaries,
           including Fidelity Investment Services Ltd (FISL), investment 
           managers for various non-US investment companies and institutional 
           clients. (See Schedule A for listing of Registered Shareholders and 
           their holdings).

3.     The notifiable interests also comprise the notifiable interest of:

           Mr. Edward C. Johnson 3d
           82 Devonshire Street
           Boston, MA 02109

           A principal shareholder of FMR Corp. and Fidelity International 
           Limited.

4.     The notifiable interests include interest held on behalf of authorized
       unit trust schemes in the U.K. notwithstanding the exemption from 
       reporting pursuant to Section 209 (1)(h) of the Companies Act 1985.

5.     These notifications of disclosable interests constitute separate
       notifications of interest in the shares and are combined solely for 
       the purposes of clarity. Nothing herein should be taken to indicate 
       that FMR Corp. and its direct and indirect subsidiaries, Fidelity        
       International Limited and its direct and indirect subsidiaries or Mr.    
       Edward C. Johnson 3d act as a group or in concert in respect of the      
       disclosed interests, or that they are required to submit these 
       notifications on a joint basis.

6.     The disclosable interests arise under section 208(4) (b) of the Act,
       namely where a person, not being the registered holder, is entitled
       to exercise a right conferred by the holding of the shares or to 
       control the exercise of such rights, or under section 203 of the Act
       respectively.




SCHEDULE A

SECURITY: Babcock International Group Plc                      Amendment No 21


FUND NAME          SHARES HELD   MANAGEMENT   NOMINEE/REGISTERED NAME
                                  COMPANY          
(Ordinary         
Shares)
                       155,300     FMTC       State Street Nominees Ltd.
                     7,630,273     FISL       Clydesdale Bank  (Head Office)    
                                               Nominees Limited
                       527,550     FIL        Clydesdale Bank  (Head Office)    
                                               Nominees Limited
                       716,233     FIL        Northern Trust
                   


TOTAL ORDINARY 
 SHARES:             9,029,356

CURRENT OWNERSHIP 
 PERCENTAGE:             6.16%

SHARES IN ISSUE:   146,572,545

CHANGE IN HOLDINGS 
SINCE LAST FILING:    +420,160 ordinary shares