Director S/holding - Replace

Babcock International Group PLC
9 July 2002

Babcock International advises that the following replaces the Director
Shareholding released on 24 June 02 at 14.43 under RNS number 6619X.

The share options figure for Mr. W Tame should have read 198125 and not 148594,
as previously stated.

All other details remain unchanged, the full amended text appears below.




Please be advised of the following grants of share options made to Mr G A
Campbell, Mr P L Rogers and Mr W Tame, directors of Babcock International
Group PLC ('Babcock'):


       Grantee        No. of Share Options          Stock             Date of Grant             Price
                             Granted

   Mr G A Campbell      The Babcock 1999    Babcock 60p Ordinary      24 June 2002             124.5 p
                      Unapproved Executive         Shares
                       Share Option Scheme
                             317,590

    Mr P L Rogers         Share Option      Babcock 60p Ordinary      24 June 2002             124.5 p
                            Agreement              Shares
                             401,606

      Mr W Tame         The Babcock 1999    Babcock 60p Ordinary      24 June 2002             124.5 p
                      Unapproved Executive         Shares
                       Share Option Scheme
                             198,125


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