Holding in Company

Spirax-Sarco Engineering PLC
21 May 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     SPIRAX-SARCO ENGINEERING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     GROUPE MUTUEL MAAF ASSURANCES

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

     IN RESPECT OF CLIENTS WHOSE PORTFOLIOS ARE MANAGED BY THE SHAREHOLDERS     
     NAMED IN BOX 2 ABOVE

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



5)   Number of shares/amount of stock acquired.

     NOT STATED

6)   (NOT STATED%) of issued Class


7)   Number of shares/amount of stock disposed

     1,435,000

8)   (1.9439%) of issued Class

9)   Class of security

     ORDINARY

10)  Date of transaction

     NOT KNOWN

11)  Date company informed

     21.05.01

12)  Total holding following this notification

     1,717,000
               
13)  Total percentage holding of issued class following this notification

     2.3259%

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


     Date of Notification ...21ST MAY 2001......



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     SPIRAX-SARCO ENGINEERING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     M & G INVESTMENT MANAGEMENT LTD/PRUDENTIAL 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

     M & G INVESTMENT MANAGEMENT LTD/PRUDENTIAL 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 18TH MAY 2001

5)   Number of shares/amount of stock acquired.

     NOT STATED

6)   (NOT STATED%) of issued Class


7)   Number of shares/amount of stock disposed

     NOT STATED

8)   ( N/A%) of issued Class

     NOT STATED

9)   Class of security

     ORDINARY

10)  Date of transaction

     NOT KNOWN

11)  Date company informed

     18.5.01

12)  Total holding following this notification

     2,825,713
               
13)  Total percentage holding of issued class following this notification

     3.8279%

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

     Date of Notification ...21ST MAY 2001......



LETTER TO: SPIRAX-SARCO ENGINEERING PLC

LETTER DATED: 18 MAY 2001


Companies Act 1985 (as amended):
Disclosure of Interest in Shares

In accordance with Part VI of the Companies Act 1985 (as amended) (the 'Act'),
we write to inform you that Prudential plc and certain of its subsidiary
companies have a notifiable interest in the issued share capital of your company
as detailed in the schedule below.

For the purposes of S210 of the Act, the address for those companies identified
in the schedule below is Laurence Poutney Hill London EC4R 0HH.


LETTER FROM: M&G INVESTMENT MANAGEMENT LIMITED



           Notifiable Position Report for SPIRAX-SARCO ENG ORD GBP0.25
                              as at 17 May 2001

Percentage holdings are calculated using an issued share capital of 73,819,820
ORD GBP0.25 shares

                  Registered Holder                  Holding      %

Prudential Plc                                      2,825,713   3.82  Total     
                 PRUCLT HSBC GIS NOM(UK) PAC AC     2,650,000         Notifiable
                 PRUCLT HSBC GIS NOM(UK) PPL AC       175,713         Interest
                     

The Prudential
Assurance
Company Limited                                     2,825,713   3.82
                 PRUCLT HSBC GIS NOM(UK) PAC AC     2,650,000
                 PRUCLT HSBC GIS NOM(UK) PPL AC       173,713



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     SPIRAX-SARCO ENGINEERING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     LEGAL & GENERAL

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

     IN RESPECT OF CLIENTS WHOSE PORTFOLIOS ARE MANAGED BY THE SHAREHOLDERS     
     NAMED IN BOX 2 ABOVE

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 17TH MAY 2001

5)   Number of shares/amount of stock acquired.

     NOT STATED

6)   (NOT STATED%) of issued Class


7)   Number of shares/amount of stock disposed

     60,000

8)   (0.0813%) of issued Class

9)   Class of security

     ORDINARY

10)  Date of transaction

     16.05.01

11)  Date company informed

     17.5.01

12)  Total holding following this notification

     2,168,357
               
13)  Total percentage holding of issued class following this notification

     2.9374%

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

     Date of Notification ...21ST MAY 2001......



Companies Act 1985 - Disclosure of Interest in shares

Consequent upon a sale in the market of 60,000 on the 16 May 2001, we now hold
the following number of shares which are not subject to a concert party and will
be registered as follows:

Material Interest

HSBC Global Custody Nominee (UK) Ltd A/c 775245            338,600
HSBC Global Custody Nominee (UK) Ltd A/c 360509             33,066
HSBC Global Custody Nominee (UK) Ltd A/c 357206          1,665,379
HSBC Global Custody Nominee (UK) Ltd A/c 747381             72,312
HSBC Global Custody Nominee (UK) Ltd A/c 866203             59,000

                                                         2,168,357       2.94%

Please note that this percentage is based on our understanding that your issued
share capital is 73,594,559.

From:  Legal & General Investment Management