Result of EGM, etc

Serco Group PLC
5 April 2000


SERCO GROUP PLC
'Serco'

Proposed Capitalisation Issue

Serco announces today that at an Extraordinary General Meeting held this
morning a resolution was passed approving the proposed capitalisation issue of
five new Ordinary Shares of 2p each ('New Shares') for each existing Ordinary
Share held by each shareholder on the register on 7 April 2000 (the
'Capitalisation Issue').  The New Shares will rank pari passu with the
existing issued Ordinary Shares but will exclude the right to receive the
final dividend for the financial year ended 31 December 1999.

The Capitalisation Issue is conditional upon admission of the New Shares to
the Official List of the London Stock Exchange.  Application has been made to
the London Stock Exchange for 326,806,215 New Shares to be admitted to the
Official List and it is expected that listing will become effective and that
dealings will commence on 10 April 2000.  Definitive share certificates in
respect of the New Shares are expected to be posted to shareholders whose
shares are held in certificated form on 14 April 2000.  The New Shares are
expected to be automatically credited on 10 April 2000 to the CREST accounts
of those shareholders whose Ordinary Shares are held in CREST.  

As a result of the Capitalisation Issue, the price of each Ordinary Share will
change to approximately one sixth of its present level when the existing
Ordinary Shares are quoted 'ex-capitalisation' (which is expected to be on 10
April 2000).  This reflects the fact that each shareholder will own six times
as many Ordinary Shares as before.  The result is that each shareholder will
have the same percentage interest in Serco as was held immediately before the
issue of the New Shares.  The increase in the number of Ordinary Shares in
issue will necessitate pro rata adjustments to calculations of earnings per
share and dividends per share.  

Contacts:



Contact:
Kevin Beeston                  [phone]
Christopher Hyman              [phone]