Comment on Offer Update

Babcock International Group PLC
16 April 2004

                                                                   16 April 2004


                        Babcock International Group PLC

                                  Offer Update


Babcock International Group PLC ('Babcock') notes the statement of intention by
David Jackson and Simon Foster not to make an offer for Peterhouse Group plc 
('Peterhouse').


Babcock's offer is the only offer for Peterhouse.  The Board of Babcock believes
it is a good price and, based on the closing middle market price of a Babcock
share on the 15 April 2004, represents a premium of 45.9 per cent. to the
average closing middle market price of approximately 140.2 pence per Peterhouse
Share in the period between 1 December 2003 and 30 January 2004 (being the last
business day prior to the announcement by Peterhouse that it had received an
approach which might or might not lead to an offer for the whole of the issued
share capital of Peterhouse).  Babcock's offer is supported by the independent
directors of Peterhouse and will allow Peterhouse shareholders to participate in
the future growth of the combined group.


ENQUIRIES


Babcock International Group PLC                              [phone]
Gordon Campbell, Chairman
Bill Tame, Finance Director

Credit Suisse First Boston (Europe) Limited 
  (Financial Adviser to Babcock)                             [phone]
Justin Crookenden
Richard Probert

Cazenove & Co. Ltd (Broker to Babcock)                       [phone]
Malcolm Moir
Dermot McKechnie

Financial Dynamics (Public Relations Adviser to Babcock)     [phone]
Andrew Lorenz
Rob Gurner


Credit Suisse First Boston (Europe) Limited, which is regulated in the United
Kingdom by the Financial Services Authority, is acting only for Babcock and no-
one else in connection with the Offer and will not regard any other person as
its client or be responsible to anyone other than to Babcock for providing the
protections afforded to clients of Credit Suisse First Boston (Europe) Limited,
nor for giving advice in relation to the Offer.

Cazenove & Co. Ltd, which is regulated in the United Kingdom by the Financial
Services Authority, is acting only for Babcock and no-one else in connection
with the Offer and will not regard any other person as its client or be
responsible to anyone other than to Babcock for providing the protections
afforded to clients of Cazenove & Co. Ltd, nor for giving advice in relation to
the Offer.


The Offer is not being made directly or indirectly in or into the United States,
Canada, Australia or Japan or to any US person or resident of Canada, Australia
or Japan.  Neither this document nor the accompanying documentation may be
distributed or sent in, into or from the United States, Canada, Australia or
Japan or to any US person or resident of Canada, Australia or Japan and doing so
may render invalid any purported acceptance.



The New Babcock Shares have not been, and will be not be, registered under the
US Securities Act of 1933.  Accordingly, the New Babcock Shares may not be
offered, sold or delivered in the United States or to US persons, unless an
exemption from the registration requirements of the US Securities Act 1933 (as
amended) is available.  Also, the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada.  No
prospectus in relation to the New Babcock Shares has been, or will be, lodged or
registered by the Australian Securities Commission, nor have any steps been
taken or will any steps be taken to enable the New Babcock Shares to be offered
in Japan in compliance with applicable securities laws in Japan.  Accordingly,
the New Babcock Shares may not be offered, sold, re-sold or delivered, directly
or indirectly, in or into the United States, Canada, Australia or Japan.



This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.



The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.



The Directors of Babcock accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the Directors of
Babcock (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.


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