Holding in Company

Babcock International Group PLC
28 November 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

BABCOCK INTERNATIONAL GROUP PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

FIDELITY 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

NOTIFICATION OF SHAREHOLDER NAMED IN 2 ABOVE



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

STATE STREET NOMINEES LTD -     155,300
CHASE NOMINEES LTD  -        12,515,823
NORTHERN TRUST -                716,233
   

5)   Number of shares/amount of stock acquired.

1,150,000


6)   (0.78 %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

60P ORDINARY SHARES


10)  Date of transaction

7 NOVEMBER 2001


11)  Date company informed

28 NOVEMBER 2001


12)  Total holding following this notification

13,387,356

               
13)  Total percentage holding of issued class following this notification

9.12%


14)  Any additional information



15)  Name of contact and telephone number for queries

MR R S MARTIN
020 7291 5029


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

     Date of Notification ...28 NOVEMBER 2001.....................