Holding in Company

TT Group PLC
5 September 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

TT GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

UBS ASSET MANAGEMENT HOLDING (No.2) LIMITED
UBS ASSET MANAGEMENT LIMITED
PHILLIPS & DREW LIFE LIMITED
UBS ASSET MANAGEMENT INTERNATIONAL LIMITED


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

-

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

SEE BELOW

5)   Number of shares/amount of stock acquired.

-

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

-

8)   ( N/A %) of issued Class

9)   Class of security

FULLY PAID ORDINARY SHARES OF 25p EACH

10)  Date of transaction

NOT NOTIFIED

11)  Date company informed

5.9.00

12)  Total holding following this notification

19,659,565
                             
13)  Total percentage holding of issued class following this notification

12.70%

14)  Any additional information



15)  Name of contact and telephone number for queries

M G LEIGH      01. 932. 841310

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

     Date of Notification ....5-9-2000.......


LETTER TO:     TT GROUP PLC

Re: S.198 Companies Act 1985: as amended by The Disclosure of Interest in
    Shares (Amendment) Regulations 1993

In accordance with the Companies Act 1985, (as amended) I write to notify you
that UBS Asset Management Limited, Phillips & Drew Life Limited and UBS Asset
Management International Limited have an interest in 19,659,565 ord 25p shares
of the Company. This represents 12.70% of the issued share capital of the
Company.

Please find (below) a list of the Registered holders.

UBS Asset Management Limited, Phillips & Drew Life Limited and UBS Asset
Management International Limited are subsidiaries of UBS Asset Management
Holding (No.2) Limited which is also treated as having an interest in the above
shares.  We are authorised to make this aggregate disclosure on behalf of 
UBS Asset Management Holding (No.2) Limited the registered address of which is:

                   Triton Court
                   14 Finsbury Square
                   London EC2A 1PD

Those clients on the schedule marked with an asterisk are clients of UBS
Asset Management International Limited.  

LETTER FROM  B. Cassidy, Legal and Compliance Department
PHILLIPS & DREW 

                         TT GROUP PLC

              Total Issued Share Capital - 154,798,103

Name                                                  Quantity


BT GLOBENET NOMINEES LIMITED           A/C CSB1          169,800
CHASE MANHATTAN BANK                   A/C IPF1          751,000
CHASE NOMINEES LTD                     A/C MNY2          519,399
CITY OF EDINBURGH COUNCIL              A/C LTH4          333,000
MSS NOMINEES LIMITED                   A/C AHB2           15,000
MSS NOMINEES LIMITED                   A/C AHB3            9,000
MSS NOMINEES LIMITED                   A/C AHB1           42,000
NORTHERN TRUST                         A/C BUR1          103,253
PHILDREW NOMINEES LIMITED              A/C AGF           151,000
PHILDREW NOMINEES LIMITED              A/C BAH           145,713
PHILDREW NOMINEES LIMITED              A/C BMA            22,700
PHILDREW NOMINEES LIMITED              A/C BND           154,000
PHILDREW NOMINEES LIMITED              A/C BOW         1,056,000
PHILDREW NOMINEES LIMITED              A/C BIB            64,000
PHILDREW NOMINEES LIMITED              A/C BRX            53,000
PHILDREW NOMINEES LIMITED              A/C BHN           184,000
PHILDREW NOMINEES LIMITED              A/C CC            139,000
PHILDREW NOMINEES LIMITED              A/C CAM           560,000
PHILDREW NOMINEES LIMITED              A/C CX             63,000
PHILDREW NOMINEES LIMITED              A/C CZ             52,000
PHILDREW NOMINEES LIMITED              A/C CUM           476,000
PHILDREW NOMINEES LIMITED              A/C DB             19,000
PHILDREW NOMINEES LIMITED              A/C DHB            48,000
PHILDREW NOMINEES LIMITED              A/C DPP           279,200
PHILDREW NOMINEES LIMITED              A/C DRG4           55,600
PHILDREW NOMINEES LIMITED              A/C ELG            49,000
PHILDREW NOMINEES LIMITED              A/C EXS           122,000
PHILDREW NOMINEES LIMITED              A/C EO             69,389
PHILDREW NOMINEES LIMITED              A/C ESX           191,468
PHILDREW NOMINEES LIMITED              A/C ESF           105,065
PHILDREW NOMINEES LIMITED              A/C FGC            19,677
PHILDREW NOMINEES LIMITED              A/C FRG            69,000
PHILDREW NOMINEES LIMITED              A/C GWY           263,700
PHILDREW NOMINEES LIMITED              A/C GLY            82,569
PHILDREW NOMINEES LIMITED              A/C HAR           111,000
PHILDREW NOMINEES LIMITED              A/C HCF            26,228
PHILDREW NOMINEES LIMITED              A/C HEP           172,000
PHILDREW NOMINEES LIMITED              A/C HPS           234,000
PHILDREW NOMINEES LIMITED              A/C H             135,000
PHILDREW NOMINEES LIMITED              A/C LH            591,000
PHILDREW NOMINEES LIMITED              A/C HOV           321,000
PHILDREW NOMINEES LIMITED              A/C HYP            30,750
PHILDREW NOMINEES LIMITED              A/C IMIPF         149,187
PHILDREW NOMINEES LIMITED              A/C JEF            17,000
PHILDREW NOMINEES LIMITED              A/C JFB            31,000
PHILDREW NOMINEES LIMITED              A/C JMN           284,034
PHILDREW NOMINEES LIMITED              A/C JNL            40,000
PHILDREW NOMINEES LIMITED              A/C KS             19,000
PHILDREW NOMINEES LIMITED              A/C KPM1          179,000
PHILDREW NOMINEES LIMITED              A/C LM            297,000
PHILDREW NOMINEES LIMITED              A/C MON           159,000
PHILDREW NOMINEES LIMITED              A/C LCC           671,600
PHILDREW NOMINEES LIMITED              A/C LEH            56,000
PHILDREW NOMINEES LIMITED              A/C LF01          101,241
PHILDREW NOMINEES LIMITED              A/C LF09          517,920
PHILDREW NOMINEES LIMITED              A/C MLS           154,000
PHILDREW NOMINEES LIMITED              A/C MOC            88,274
PHILDREW NOMINEES LIMITED              A/C MOS            34,286
PHILDREW NOMINEES LIMITED              A/C MHL            49,000
PHILDREW NOMINEES LIMITED              A/C NAF           221,000
PHILDREW NOMINEES LIMITED              A/C NEE            69,208
PHILDREW NOMINEES LIMITED              A/C NPP            32,000
PHILDREW NOMINEES LIMITED              A/C NHC           447,000
PHILDREW NOMINEES LIMITED              A/C PPD            37,000
PHILDREW NOMINEES LIMITED              A/C RFF           118,000
PHILDREW NOMINEES LIMITED              A/C RMC           100,400
PHILDREW NOMINEES LIMITED              A/C RMS           115,800
PHILDREW NOMINEES LIMITED              A/C RNL            90,000
PHILDREW NOMINEES LIMITED              A/C ROP           354,615
PHILDREW NOMINEES LIMITED              A/C SGU           193,000
PHILDREW NOMINEES LIMITED              A/C SRH           219,500
PHILDREW NOMINEES LIMITED              A/C SPB           140,000
PHILDREW NOMINEES LIMITED              A/C SHF           187,000
PHILDREW NOMINEES LIMITED              A/C SB             73,000
PHILDREW NOMINEES LIMITED              A/C SKB           421,000
PHILDREW NOMINEES LIMITED              A/C SMN           424,000
PHILDREW NOMINEES LIMITED              A/C S             182,000
PHILDREW NOMINEES LIMITED              A/C SR             92,000
PHILDREW NOMINEES LIMITED              A/C SRB            30,000
PHILDREW NOMINEES LIMITED              A/C SSF            60,000
PHILDREW NOMINEES LIMITED              A/C SCC           496,947
PHILDREW NOMINEES LIMITED              A/C TBV            52,000
PHILDREW NOMINEES LIMITED              A/C TCP           250,500
PHILDREW NOMINEES LIMITED              A/C TIH            32,000
PHILDREW NOMINEES LIMITED              A/C TOT            75,000
PHILDREW NOMINEES LIMITED              A/C TPP            12,000
PHILDREW NOMINEES LIMITED              A/C TAW           101,000
PHILDREW NOMINEES LIMITED              A/C TMI           171,000
PHILDREW NOMINEES LIMITED              A/C TUE           445,120
PHILDREW NOMINEES LIMITED              A/C TWG           265,000
PHILDREW NOMINEES LIMITED              A/C TW            753,000
PHILDREW NOMINEES LIMITED              A/C UEB            63,000
PHILDREW NOMINEES LIMITED              A/C UOE            90,000
PHILDREW NOMINEES LIMITED              A/C USA            40,390
PHILDREW NOMINEES LIMITED              A/C UT21          277,170
PHILDREW NOMINEES LIMITED              A/C GBS            94,720
PHILDREW NOMINEES LIMITED              A/C WDR           430,000
PHILDREW NOMINEES LIMITED              A/C WT            337,223
PHILDREW NOMINEES LIMITED              A/C WAR           230,000
PHILDREW NOMINEES LIMITED              A/C WSX           268,000
PHILDREW NOMINEES LIMITED              A/C MMF1          122,425
RBS TRUSTBANK NOMINEES LIMITED         A/C MGX           256,546
RBSTB NOMINEES LIMITED                 A/C SAE1 *          5,792
RBSTB NOMINEES LIMITED                 A/C SAT1 *          7,156
STATE STREET BANK & TRUST COMPANY      A/C BAS5          220,000
STATE STREET BANK & TRUST COMPANY      A/C BAS7           52,000

                                                      19,659,565
                      
                                                           12.70%