Director Shareholding

Babcock International Group PLC
24 June 2005



DIRECTOR SHAREHOLDING

We were advised on 24 June 2005 that Mr William Tame, an executive director of
the Company, has, in addition to interests previously announced, a beneficial
interest in 4076 ordinary shares of 60 pence each in the Company.  These shares
were acquired by and are held in the name of the independent trustee of the
Babcock Employee Share Ownership Plan Trust. Mr Tame was a participant in the
Plan. The shares were acquired by the trustee, in each case as part of regular
monthly block purchases of shares for all participants in the Plan, over the
period from 15 May 2002 until 10 June 2005 on the dates and at the prices shown
in the attached annex.  The Plan is an approved employee's share scheme open to
all UK employees of the Group.  The shares were acquired by the trustee as
required by the terms of the Trust acting entirely independently and as
permitted by the Model Code.

Due to administrative over-sight, the Company had not previously been informed
of the acquisitions of these interests when they were made.  Mr Tame notified
the Company as soon as he became aware of the over-sight and this announcement
has been made as soon as possible after the necessary information had been
gathered together.

Including the shares set out in this notification, Mr Tame's total holding of
shares in the Company is 26,189 ordinary shares, which amounts to 0.013 per
cent. of the issued ordinary shares of 60 pence each of the Company (excluding
treasury shares).

Contact and telephone number for queries:

Mr S Billiald - 020 7291 5016



...................................................

S Billiald



BABCOCK INTERNATIONAL GROUP PLC



Mr William Tame (interests in Ordinary Shares of 60 p each acquired by the trustee of the Babcock Share Ownership Plan)




Date Acquired 15/05/2002 11/06/2002  10/07/2002  13/08/2002  10/09/2002  11/10/2002  15/11/2002  18/12/2002   16/01/2003
Share price      1.09        1.12        1.16        1.05        1.07        1.01        1.02        1.1          1.07
Num Shares        114         112         108         119         116         124         123        113           117

Date Acquired 10/02/2003 10/03/2003  10/04/2003  16/05/2003  19/06/2003  15/07/2003  18/08/2003  02/10/2003   17/10/2003
Share price      0.98        0.95        0.95        1.08        1.17        1.17        1.12        1.03         1.08
Num Shares        128         131         132         116         107         106         112         121          116



Date Acquired 12/11/2003 11/12/2003  12/01/2004  11/02/2004  12/03/2004  13/04/2004  14/05/2004  16/06/2004   15/07/2004
Share price      1.23        1.27        1.28        1.34         1.3        1.15         1.1        1.17         1.15
Num Shares        102          98          98          93          96         109         114         106          109

Date Acquired 11/08/2004 10/09/2004  11/10/2004  12/11/2004  10/12/2004  10/01/2005  10/02/2005  10/03/2005   11/04/2005
Share price      1.12        1.14        1.20        1.20        1.32        1.43        1.45        1.50         1.44
Num Shares        112         109         105         104          94          88          86          83           87

Date Acquired 10/05/2005  10/06/2005  Grand Total
Share price      1.4         1.60
Num Shares        89          79          4076




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