Hldg in Co/Directors Shrhldg

Spirax-Sarco Engineering PLC
10 December 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     SPIRAX-SARCO ENGINEERING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     ROYAL & SUN ALLIANCE INSURANCE GROUP PLC

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

     ROYAL & SUN ALLIANCE INSURANCE GROUP PLC

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     SEE LETTER BELOW DATED 6TH DECEMBER 2001     

5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

     ORDINARY

10)  Date of transaction

     -

11)  Date company informed

     7.12.01

12)  Total holding following this notification

     2,290,683
               
13)  Total percentage holding of issued class following this notification

     3.09822%

14)  Any additional information



15)  Name of contact and telephone number for queries

     GUY STAINER, MERRILL LYNCH - TEL: [phone]

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

MRS M F RICKETTS

     Date of Notification 7th DECEMBER 2001



LETTER TO SPIRAX-SARCO ENGINEERING PLC - DATED 6 DECEMBER 2001

DISCLOSURE OF SHARE INTEREST - COMPANIES ACT 1989

Following recent transactions, we are writing to inform you of our notifiable 
interest in the shares of your company.  The details are set out below:


Registered Name                                          Holding
---------------                                          -------
Littledown Nominees Limited 'R' A/c for
Phoenix Assurance Public Limited Company                 320,390

Littledown Nominees Limited 'R' A/c for
Royal Insurance Group Pension Scheme (UK Equities)       311,890

Littledown Nominees Limited 'R' A/c for
Royal & Sun Alliance Life & Pensions Limited             495,000

Littledown Nominees Limited 'R' A/c for
Sun Alliance & London Assurance Company Limited          645,952

Littledown Nominees Ltd 'R' A/c for
SAL Pension Fund Limited                                 485,963

Littledown Nominees Ltd 'R' A/c for 
RSALI Life Emerging Companies Fund                        12,915

Sun Alliance Linked Life Insurance Limited                 1,163

Royal Heritage Life Assurance Limited                      7,420

TOTAL                                                  2,290,683

Number of shares in issue                             73,920,233

Percentage of issued share capital                          3.08


FOR AND ON BEHALF OF
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC 





                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    SPIRAX-SARCO ENGINEERING PLC 

2)  NAME OF DIRECTOR

    DAVID JOHN MEREDITH

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 or in respect of an non-beneficial interest

    DAVID JOHN MEREDITH

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    DAVID JOHN MEREDITH

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    DAVID JOHN MEREDITH

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    TRANSFER OF SHARES TO SPOUSE, MRS GINA MARIE MEREDITH

7)  Number of shares/amount of
    stock acquired



8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    3,763

10)  (0.00509%)
    of issued Class



11) Class of security

    ORDINARY

12) Price per share



13) Date of transaction

    7.12.01

14) Date company informed

    7.12.01

15) Total holding following this notification

    7,740

16) Total percentage holding of issued class following this notification

    0.00105%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    GUY STAINER, MERRILL LYNCH - TEL: [phone]

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

MRS M F RICKETTS

    Date of Notification      7th DECEMBER 2001

                           


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    SPIRAX-SARCO ENGINEERING PLC 

2)  NAME OF DIRECTOR

    DAVID JOHN MEREDITH

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 or in respect of an non-beneficial interest

    GINA MARIE MEREDITH

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    GINA MARIE MEREDITH

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    GINA MARIE MEREDITH

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    TRANSFER OF SHARES FROM SPOUSE, DAVID JOHN MEREDITH

7)  Number of shares/amount of
    stock acquired

    3,763

8)   (0.00509%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    

10)  (N/A %)
    of issued Class



11) Class of security

    ORDINARY

12) Price per share



13) Date of transaction

    7.12.01

14) Date company informed

    7.12.01

15) Total holding following this notification

    11,976

16) Total percentage holding of issued class following this notification

    0.0162%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    GUY STAINER, MERRILL LYNCH - TEL: [phone]

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

MRS M F RICKETTS

    Date of Notification      7th DECEMBER 2001