Director Shareholding

Babcock International Group PLC
6 August 2003


   ACQUISITION OF SHARES BY THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY
BABCOCK INTERNATIONAL GROUP PLC


2)  NAME OF DIRECTOR
MR G A CAMPBELL
MR W TAME
MR P L ROGERS


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 or in respect of an non-beneficial interest
DIRECTOR


4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)
SG HAMBROS TRUST COMPANY LIMITED AS TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE
TRUST


5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)
NO


6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary
ACQUISITION OF SHARES BY THE TRUSTEE OF BABCOCK EMPLOYEES' SHARE TRUST*


7)  Number of shares/amount of
    stock acquired
88,000


8)   (0.0591 %)
    of issued Class



9)  Number of shares/amount
    of stock disposed
N/A


10)  ( N/A %)
    of issued Class



11) Class of security
ORDINARY


12) Price per share
109 PENCE


13) Date of transaction
5 AUGUST 2003


14) Date company informed
6 AUGUST 2003


15) Total holding following this notification
4,290,768


16) Total percentage holding of issued class following this notification
2.8860%


     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries
MR R S MARTIN 020 7291 5029


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

    Date of Notification                                 
6 AUGUST 2003

* IN WHICH THE DIRECTORS ARE EACH INTERESTED AS ONE OF A NUMBER OF POTENTIAL
DISCRETIONARY BENEFICIARIES


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