Director/PDMR Shareholding

Babcock International Group PLC
21 June 2006

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).


(1)      An issuer making a notification in respect of a transaction relating to the shares or debentures
         of the issuer should complete boxes 1 to 16, 23 and 24.
(2)      An issuer making a notification in respect of a derivative relating the shares of the issuer
         should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.
(3)      An issuer making a notification in respect of options granted to a director/person discharging
         managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4)      An issuer making a notification in respect of a financial instrument relating to the shares of
         the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and
         24.



Please complete all relevant boxes should in block capital letters.



1. Name of the issuer



Babcock International Group PLC



2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)



Relates to (ii)



3. Name of person discharging managerial responsibilities/director



Mr G A Campbell Mr P L Rogers Mr W Tame



4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person



As in 3



5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest



As in 3



6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares



60p Ordinary Shares



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



SG Hambros Trust Company Limited as Trustee of the Babcock Employees' Share
Trust



8 State the nature of the transaction



Release of shares by the Trustee of the Babcock Employees' Share Trust (in which
the Directors are each interested as one of a number of potential discretionary
beneficiaries) to a retired employee.



9. Number of shares, debentures or financial instruments relating to shares
acquired



N/A



10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)



N/A



11. Number of shares, debentures or financial instruments relating to shares
disposed



60,199



12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)



0.029%



13. Price per share or value of transaction



312.7674p



14. Date and place of transaction



21 June 2006



15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)



3,427,079  1.64%



16. Date issuer informed of transaction



21 June 2006



Name and signature of duly authorised officer of issuer responsible for making
notification



Mr S A R Billiald



Date of notification



21 June 2006

END


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