Form 5
Form 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

ANNUAL STATEMENT OF CHANGES
BENEFICIAL OWNERSHIP

 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Babbs, Donald Alan		 2. Issuer Name and Ticker or Trading Symbol
VI Group, PLC   (AMEX:GVI-L)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)
_X_ Director                            _X_ 10% Owner
_X_ Officer (give title below)   ___ Other (specify below)

Chief Executive Officer
(Last)             (First)            (Middle)

Bears Den, Cheltenham Road
Plainswick, Stroud 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year

12/31/2002
(Street)

Gloucestershire UK GL6 6 TU		 5. If Amendment, Date of Original (Month/Year)

  		7. Individual or Joint/Group Filing
           (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3) 		2. Transaction
Date
(Month/
Day/
Year) 		2A. Deemed
Execution
Date, if any
(Month/
Day/
Year) 		3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of
Securities
Beneficially
Owned at end
of Issuer's
Fiscal Year
(Instr. 3 and 4) 		6. Ownership Form:
Direct (D) or
Indirect (I)
(Instr. 4)		 7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Ordinary Shares of 0.5 pence nominal value   N/A   N/A   N/A   N/A     4,845,380 D N/A
Ordinary shares of 0.5 pence nominal value   N/A   N/A   N/A   N/A     58,000 I By spouse
* If the form is filed by more than one reporting person, see instruction 4(b)(v).
 Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 (Over)
SEC 2270 (9-02)
FORM 5 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)		  
1.
Title of Derivative Security
(Instr.3)		 2.
Conversion or
Exercise
Price of
Derivative
Security		 3.
Transaction
Date
(Month/
Day/
Year)		 3A.
Deemed Execution Date, if any
(Month/
Day/
Year)		 4.
Transaction
Code
(Instr. 8)		 5.
Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)
 6.
Date Exercisable
and Expiration Date
(Month/Day/Year)		 7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8.
Price of
Derivative
Security
(Instr. 5)		 9.
Number of
Derivative
Securities
Beneficially
Owned at
End of
Year
(Instr. 4)		 10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
None                              
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Donald A. Babbs
**Signature of Reporting Person 		03/20/2003 
Date
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