Holding(s) in Company

Babcock International Group PLC
21 May 2003



                  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 BELOW

5)   Number of shares/amount of stock acquired.

      1,440,387

6)   (.97%) 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

     19.5.2003

11)  Date company informed

      21.5.2003

12)  Total holding following this notification

      19,281,599
               
13)  Total percentage holding of issued class following this notification

      13.02.%

14)  Any additional information



15)  Name of contact and telephone number for queries

       S. BILLIARD
       0207 291 5016
       

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

     Date of Notification ...21.5.2003.....


                                Schedule

Registered Holders

Schroder Unit Trust Limited                         5,986,418

Schroder Nominees Limited                             400,000

Chase Manhattan Bank                                  775,000
Chase Manhattan Bank                                1,450,000
BT Globenet Nominees Ltd a/c: 6B                      750,000
British Coal Staff Superannuation a/c: P            2,726,082
Imperial Pensions Nominees Limited                  1,600,000
Mineworkers' Pension Scheme a/c: R                  1,316,699
Nortrust Nominees Limited                           1,000,000

Schroder Investment Management North America Inc
     Chase Nominees Limited                         2,600,000
     State Street Nominees                            677,400

                                         TOTAL     19,281,599



                      This information is provided by RNS
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