Holding(s) in Company

Babcock International Group PLC
28 April 2003


                       DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     FIDELITY INTERNATIONAL 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

     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.

     CHASE MANHATTAN BANK LONDON (FISL):             1,406,395
     CHASE NOMINEES LTD (FISL):                     12,464,423
     CHASE NOMINEES LTD (FIL)                          799,350
     CHASE MANHATTAN BANK LONDON (FIL):                296,800
     STATE STREET BANK & TRUST (FIL):                   53,200

5)   Number of shares/amount of stock acquired.

     865,559

6)   (N/A%) 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

     23-4-03

11)  Date company informed

     25-4-03

12)  Total holding following this notification

     15,020,168
               
13)  Total percentage holding of issued class following this notification

     10.1%

14)  Any additional information



15)  Name of contact and telephone number for queries

     STANLEY BILLIALD
     020 7291 5016

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

     Date of Notification      28-04-2003



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