Holding(s) in Company

Babcock International Group PLC
5 August 2004

                           SCHEDULE 10
 
             NOTIFICATION OF MAJOR INTERESTS IN SHARES


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.

     -

6)   Percentage of issued Class

     -

7)   Number of shares/amount of stock disposed

     -

8)   Percentage of issued Class

     -

9)   Class of security

     60P ORDINARY SHARES

10)  Date of transaction

     -

11)  Date company informed

     3 AUGUST 2004

12)  Total holding following this notification

     39,152,488
               
13)  Total percentage holding of issued class following this notification

     *  18.95%

14)  Any additional information

     * PERCENTAGE CHANGE HAS OCCURRED AS A RESULT OF INCREASE IN
       COMPANY'S ALLOTTED SHARE CAPITAL.

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 ......... 5-8-2004 .............



SCHRODER REGISTRATION SCHEDULE

AUGUST 2004

NOMINEE/REGISTERED NAME
                                                       SHARES HELD

CHASE MANHATTAN BANK                                       985,740
CHASE NOMINEES LTD                                       2,195,375
BANQUE INTERNATIONALE A LUXEMBOURG S                       203,620
BRITISH COAL STAFF SUPERANNUATION A/C:P                  7,002,214
NORTRUST NOMINEES LIMITED                                2,708,586
MINEWORKERS' PENSION SCHEME A/C: R                       6,777,550

                                                        19,873,085

SCHRODER UNIT TRUSTS LTD (SUTL)                         12,965,154
SCHRODER NOMINEES LTD                                      400,000
SCHRODER INVESTMENT NORTH AMERICA LTD                    5,914,249

                                      TOTAL:            39,152,488


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