Holding in Company

Spirax-Sarco Engineering PLC
22 February 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 21 FEBRUARY 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)   ( NOT STATED %) of issued Class

9)   Class of security

     ORDINARY

10)  Date of transaction

     NOT KNOWN

11)  Date company informed

     21.02.01

12)  Total holding following this notification

     3,675,713 
              
13)  Total percentage holding of issued class following this notification

     4.9945%

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 ....21 FEBRUARY 2001


LETTER TO SPIRAX-SARCO ENGINEERING PLC


COMPANIES ACT 1985 (as amended): 
DISCLOSURE OF INTERESTS 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.

For the purposes of s210 of the Act, the address for those companies identified
is Laurence Pountney Hill London EC4R OHH

FROM M&G INVESTMENT MANAGEMENT LIMITED