Holding in Company

Babcock International Group PLC
20 December 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

ZURICH FINANCIAL SERVICES

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

NOTIFICATION OF SHAREHOLDER NAMED IN 2 ABOVE

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

LITTLEDOWN NOMINEES LIMITED

A/C 21667               301,995 SHARES
A/C 07203               577,729 SHARES
A/C 05576             6,071,478 SHARES
A/C 05577               389,965 SHARES
 

5)   Number of shares/amount of stock acquired.

1,471,078

6)   (1%) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

60P ORDINARY SHARES

10)  Date of transaction

18 DECEMBER 2001

11)  Date company informed

19 DECEMBER 2001

12)  Total holding following this notification

7,341,167
               
13)  Total percentage holding of issued class following this notification

5.0%

14)  Any additional information



15)  Name of contact and telephone number for queries

MR R S MARTIN
020 7291 5029


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

     Date of Notification ....... 20.12.2001 .................