Response to VT and BAE

Babcock International Group PLC
24 March 2006

The following replaces the statement released on 23 March 2006 at 18.23pm under
RNS number 3220A.



The previous announcement omitted the Rule 8.3 provisions of the City Code on
Takeovers and Mergers. All other wording remains the same.





24 March 2006



Response to VT Group plc and BAE Systems plc announcements



Babcock International Group plc ('Babcock') notes today's announcements by VT
Group plc ('VT') and BAE Systems plc ('BAE Systems') that these two companies
have been exploring the possibility of a bid for Babcock and confirms that no
approach has been received.



Over the last five years, Babcock has transformed itself from an engineering
conglomerate into a focused support services and asset management business,
managing fixed infrastructure and mobile assets.  This transformation has
generated substantial shareholder value including an increase in Babcock's share
price from 59p to more than 250p prior to today's announcements.



The Group currently has an order book in excess of £2bn, and in December 2005
was selected as a member of the Aircraft Carrier Alliance to construct the bow
block and carry out the associated detailed design.  In addition Babcock will
support the Alliance in procurement and other elements of the programme.



In Babcock's half year statement of 15 November 2005, the company stated that
the first half of the year had fully met its expectations, with underlying
operating profit increasing by 21% to £25.2 million.  Peter Rogers, Chief
Executive, said, 'we expect further progress to be made in the second half and
the full year result to be ahead of our original expectations.'



In line with its regular practice, Babcock will make a trading statement next
week prior to entering its close period for the full year ending 31 March 2006.



For further information please contact:


Babcock International Group PLC
Gordon Campbell, Chairman                                          020 7269 7291

Financial Dynamics
Andrew Lorenz / Susanne Walker                                     020 7269 7291



Notes to editors:

About Babcock International Group PLC



Babcock International Group PLC is an asset management business. We manage fixed
infrastructure and mobile assets.  Babcock integrates labour, technical
capabilities, systems and supply chain partners to meet the outsourcing needs of
customers for 'mission-critical' capabilities.



In the year to 31 March 2005 sales from continuing business were £745 million.
In June 2004 Babcock acquired the Peterhouse Group which brought; Rail and
Networks to the Group.



The Group operates across five core business segments:



Defence Services, supplying facilities management, equipment support and
training services to the armed forces.



Technical Services, providing engineering and logistical support to both the
defence and civil sectors in the UK.



Engineering and Plant Services supplying design, installation and maintenance
support to the energy sector in Africa and the US.  It also holds the Volvo
franchise for construction equipment in Southern Africa.



Rail, providing design, renewal and installation services for the UK rail
infrastructure.



Networks, supporting the design, maintenance and renewal of power transmission
and cellular telecommunications networks in the UK.



Babcock's head office is in London and the Company's shares are quoted on the
London Stock Exchange in the support services sector (EPIC:BAB).  For further
information, please visit Babcock's website at www.babcock.co.uk.





Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested'

(directly or indirectly) in 1% or more of any class of 'relevant securities' of
Babcock International Group plc, all 'dealings' in any 'relevant securities' of
that company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant

securities') must be publicly disclosed by no later than 3.30 pm (London

time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an 'interest' in 'relevant securities' of
Babcock International Group plc, they will be deemed to be a single person for
the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Babcock International Group plc by Babcock International Group
plc, or by any of their respective 'associates', must be disclosed by no later
than 12.00 noon (London time) on the London business day following the date of
the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.










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