Holding(s) in Company

Babcock International Group PLC
9 July 2002



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     UBS GLOBAL ASSET MANAGEMENT LIFE 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.

     PHILDREW NOMINEES LIMITED
     A/C LF09                         705,421
     A/C LF20                       6,569,167

5)   Number of shares/amount of stock acquired.

     7,274,588

6)   (4.91%) 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

     5 JULY 2002

11)  Date company informed

     8 JULY 2002

12)  Total holding following this notification

     7,274,588
               
13)  Total percentage holding of issued class following this notification

     4.91%

14)  Any additional information



15)  Name of contact and telephone number for queries

     MR ROBERT MARTIN       020 7291 5029

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

     Date of Notification .......9 JULY 2002.................



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