SAR - Babcock Intl Grp PLC

Schroders PLC
04 November 2003

                                                                      FORM SAR 3

Lodge with a RIS or Newstrack and the Takeover Panel. A copy must also be sent
to the company the shares of which are acquired.

Date of disclosure:     04/11/03

   DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING SUBSTANTIAL ACQUISITIONS OF
                                SHARES ('SARs')

Date of acquisition     03/11/03

Acquisition in          Babcock International Group Plc


(1)     Class of voting shares (e.g. ordinary shares)
        60p ordinary shares


        Number of shares over shares acquired
        225,000 shares


        If rights over shares acquired, as opposed to the shares themselves, 
        specify nature of rights




(2)     Resultant total holding of voting shares (and % of total voting
        shares in issue)

        23,865,312 shares (16.052%)


        Resultant total holding of rights over shares (and % of total voting 
        shares in issue)


        Total percentage
  
        (16.052%)



(3)     Party making disclosure     Schroders plc
                                                     

(4)     (a)     Name of person acquiring      
        shares or rights over shares and, if   Schroders plc on behalf of institutional clients on
        different, beneficial owner            a non-beneficial basis


        (b)     Names of any other persons
        acting by agreement or understanding (see SAR 5)


Signed, for and on behalf of the party named in (3) above

(Also print name of signatory)     Alison Dunn

Telephone and extension number     020 7658 2959 (Direct line)

                          ___________________________

Note.     Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person. Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Tel. No.: 020
7638 012


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