Holding(s) in Company

Babcock International Group PLC
23 August 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.

     SEE SCHEDULE BELOW

5)   Number of shares/amount of stock acquired.

     401,230
     250,000

6)   ( 2.70%
       1.68%) 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



11)  Date company informed

     22-8-2002

12)  Total holding following this notification

     16,361,944
               
13)  Total percentage holding of issued class following this notification

     11.046%

14)  Any additional information



15)  Name of contact and telephone number for queries

     S.BILLIALD - 0207 291 5016

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

     Date of Notification ..23 AUGUST 2002



                              Schedule 

Registered Holders

Schroder Unit Trusts Limited                                 4,440,935

Schroder Nominees Limited (Schroder Nominees)                  400,000

Schroder Nominees Limited
     Chase Nominees Limited                                  2,215,000
     BT Globenet Nominees Ltd a/c: 6B                          750,000
     British Coal Staff Superannuation a/c: P                1,844,291
     Imperial Pensions Nominees Limited                      1,700,000
     Mineworkers' Pension Scheme a/c: R                        924,218
     Nortrust Nominees Limited                               1,000,000

                                                             8,433,509

Schroder Investment Management North America Inc
     Chase Nominees Limited                                  2,600,000 
     State Street Nominees                                     487,500

                                                             3,087,500


TOTAL                                                       16,361,944



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