Holding(s) in Company

Babcock International Group PLC
15 May 2002


                  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                        69,000
     BROWN BROTHERS HARRIMAN                          42,000
     CHASE NOMINEES LIMITED                       13,308,773
     NORTHERN TRUST                                1,131,233
     DEUTCHE BANK                                    125,800

5)   Number of shares/amount of stock acquired.

1,289,450

6)   (0.87%) 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

10 MAY 2002

11)  Date company informed

14 MAY 2002

12)  Total holding following this notification

14,676,806
               
13)  Total percentage holding of issued class following this notification

9.92%

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 15 MAY 2002


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