Holding(s) in Company

Babcock International Group PLC
20 August 2003


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY
BABCOCK INTERNATIONAL GROUP PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST
THREADNEEDLE ASSET 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.
LITTLEDOWN NOMINEES LTD
     A/C 21667     408,523 SHARES
     A/C 07203     291,801 SHARES
     A/C 07197   1,896,714 SHARES  
     A/C 05576   5,905,567 SHARES
     A/C 05577     379,310 SHARES


5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class


7)   Number of shares/amount of stock disposed
68,647 


8)   ( 0.05 %) of issued Class


9)   Class of security
60P ORDINARY SHARES


10)  Date of transaction
19-8-2003


11)  Date company informed
20-8-2003


12)  Total holding following this notification
8,881,917

               
13)  Total percentage holding of issued class following this notification
5.97%


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
20/8/2003


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