Director Shareholding

Babcock International Group PLC
7 July 2004


Please be advised of the following grants of share awards under and subject to 
the terms of The Babcock 2003 L-TIP (the 'L-TIP') which have been notified to 
Babcock International Group PLC ('Babcock') on 7 July 2004 by directors of
Babcock.

Grantee             No. of     Consideration     Stock       Date of         Period during      Exercise
                    Shares        for Grant                   Grant            which            Price
                     over                                                     exercisable
                    which                                                   (subject to the
                    award                                                    rules of the
                    Granted                                                      L-TIP)

Mr G A Campbell     158,730          Nil         Babcock     6 July 2004     Between 3rd           Nil
                                                 60p                           and 10th
                                                 Ordinary                    anniversary of     
                                                 Shares                      date of grant

Mr P L Rogers       281,746          Nil         Babcock     6 July 2004     Between 3rd           Nil
                                                 60p                           and 10th
                                                 Ordinary                    anniversary of
                                                 Shares                      date of grant

Mr W Tame           162,698          Nil         Babcock     6 July 2004     Between 3rd           Nil
                                                 60p                           and 10th
                                                 Ordinary                    anniversary of
                                                 Shares                      date of grant




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