Holding(s) in Company

Babcock International Group PLC
27 May 2002


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     SCHRODER INVESTMENT MANAGEMENT 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.

     SCHRODER INVESTMENT MANAGEMENT LIMITED   12,199,444
     CHASE NOMINEES LIMITED                    2,600,000
     STATE STREET NOMINEES LIMITED               225,000

5)   Number of shares/amount of stock acquired.

     475,000 (22/5/2002)
      50,000 (23/5/2002)

6)   Percentage of issued Class 
         
     3.21%
      .34%
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



11)  Date company informed

     24 MAY 2002

12)  Total holding following this notification

     15,024,444
               
13)  Total percentage holding of issued class following this notification

     10.145%

14)  Any additional information



15)  Name of contact and telephone number for queries

     Mr S.A.R BILLIALD
     OFFICE MANAGER
     BABCOCK INTERNATIONAL GROUP PLC
     0207 291 5016

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

     Date of Notification  27 MAY 2002


                      This information is provided by RNS
            The company news service from the London Stock Exchange