Director Shareholding

Babcock International Group PLC
16 January 2004

                       SCHEDULE 11

     NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                        PERSONS


1)  NAME OF COMPANY
 
BABCOCK INTERNATIONAL GROUP PLC


2)  NAME OF DIRECTOR

MR GORDON CAMPBELL, MR PETER ROGERS AND MR WILLIAM TAME

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 EMPLOYEE'S 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

DIRECTORS CEASING TO BE POTENTIAL DISCRETIONARY BENEFICIARIES OF SHARES HELD BY 
THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST BY REASON OF THOSE SHARES 
BEING TRANSFERRED TO ANOTHER POTENTIAL BENEFICIARY.

7)  Number of shares/amount of
    stock acquired

N/A

8)  Percentage of issued Class

N/A

9)  Number of shares/amount
    of stock disposed

369,492

10) Percentage of issued Class

0.2470%

11) Class of security

ORDINARY

12) Price per share

123.75P

13) Date of transaction

16.01.2004

14) Date company informed

15.01.2004

15) Total holding following this notification

3,888,621

16) Total percentage holding of issued class following this notification

2.6079%

     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

DISPOSAL OF SHARES BY THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST OTHER
THAN BY TRANSFER TO AN EXECUTIVE DIRECTOR


24) Name of contact and telephone number for queries

MR M MARTIN
020 7291 5029

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

    Date of Notification     16 JANUARY 2004                            







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