Holding(s) in Company

Babcock International Group PLC
28 May 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

FIDELITY INTERNATIONAL 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.

  1,103,955 FISL    CHASE MANHATTAN BANK LONDON
 13,990,423 FISL    CHASE NOMINEES LTD
    210,373 FPM     CHASE NOMINEES LTD
    107,302 FPM     HSBC CLIENT HOLDINGS NOMINEE (UK) LTD
    990,850 FIL     CHASE NOMINEES LTD
     90,200 FIL     NORTHERN TRUST
    180,825 FIL     STATE STREET BANK & TRUST


5)   Number of shares/amount of stock acquired.

588,700

6)   Percentage of issued Class

0.39%

7)   Number of shares/amount of stock disposed


8)   Percentage of issued Class


9)   Class of security

60P ORDINARY SHARES

10)  Date of transaction

26-5-2004

11)  Date company informed

27-5-2004

12)  Total holding following this notification

16,673,928
               
13)  Total percentage holding of issued class following this notification

11.09%

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 ...........  28-5-2004 .............






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