Holding(s) in Company

Babcock International Group PLC
7 April 2003

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     SCHRODER INVESTMENT MANAGEMENT LTD

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.

     1,479,268

6)   ( 1 %) 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

     3.4.2003

11)  Date company informed

      4.4.03

12)  Total holding following this notification

      17,841,212
               
13)  Total percentage holding of issued class following this notification

      12.04%

14)  Any additional information



15)  Name of contact and telephone number for queries

     S BILLIALD
     020 7291 5016

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

     Date of Notification ...4.4.2003...



                     Schedule

Registered Holders

Schroder Unit Trust Limited                             5,802,803

Schroder Nominees Limited                                 400,000

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

Schroder Investment Management North America Inc
         Chase Nominees Limited                         2,600,000
         State Street Nominees                            604,900

                                     TOTAL             17,841,212


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