Director Shareholding

Babcock International Group PLC
23 July 2003

Please be advised of the following grants of share awards ('shares') under The 
Babcock 2003 L-TIP which have been notified to Babcock International Group PLC 
('Babcock') on 22 July 2003 by directors of Babcock.

Grantee            No. of     Consideration          Stock           Date of     Period during      Exercise
                   Shares         for Grant                            Grant             which         Price
                  Granted                                                          exercisable
                                         
Mr G A Campbell   167,400               Nil        Babcock      22 July 2003       Between 3rd           Nil
                                                       60p                            and 10th
                                                  Ordinary                      anniversary of
                                                    Shares                       date of grant

Mr P L Rogers     255,506               Nil        Babcock      22 July 2003       Between 3rd           Nil
                                                       60p                            and 10th
                                                  Ordinary                      anniversary of
                                                    Shares                       date of grant

Mr W Tame         171,806               Nil        Babcock      22 July 2003       Between 3rd           Nil
                                                       60p                            and 10th
                                                  Ordinary                      anniversary of
                                                    Shares                       date of grant

                    
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