Director Shareholding

Babcock International Group PLC
20 August 2004




                         SCHEDULE 11

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company

   Babcock International Group PLC

2. Name of director

   Mr Peter L Rogers (Chief Executive)



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 a non-beneficial
interest

   As in 2


4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

   As in 2



6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

   Share purchase


7. Number of shares / amount of stock acquired


   80,000


8. Percentage of issued class

   0.038%


11. Class of security

    60p Ordinary Shares

12. Price per share

    £1.06

13. Date of transaction

    19/8/2004

14. Date company informed

    19/8/2004

15. Total holding following this notification

    100,000

16. Total percentage holding of issued class following this notification

    0.048%

24. Name of contact and telephone number for queries

   S Billiald    Telephone [phone]


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

   S.A.R.Billiald


Date of Notification

   20/8/2004




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