Holding in Company

Spirax-Sarco Engineering PLC
19 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 15TH FEBRUARY 2001

5)   Number of shares/amount of stock acquired.

NOT STATED

6)   ( N/A %) of issued Class

NOT STATED

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

19.2.01

12)  Total holding following this notification

3,715,713
               
              
13)  Total percentage holding of issued class following this notification

5.0489%

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 .....19TH FEBRUARY 2001.......


LETTER TO SPIRAX-SARCO ENGINEERING PLC
DATED 15 FEBRUARY 2001

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

In accordane 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.

Following a recent review of all M&G fund registration details, you may notice
that a number of changes have occurred to information previously disclosed to
yourselves.  It must be stressed that it is not a change to our notifiable
interests in the voting shares of your company that has generated this
notification, but merely a change in registration details.

For the purposes of S210 of the Act, the address for those companies identified
in the schedule is Laurence Pountney Hill London EC4R OHH.

Letter from  Tom Dowler
             for and on behalf of Prudential plc

             Direct Line:  020 7548 3427
             Direct Line:  020 7548 3268

END