Rule 8.3 - BABCOCK INTERNATIONAL GROUP

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BABCOCK INTERNATIONAL GROUP
Class of relevant security    ORD GBP0.60
to which the dealings being
disclosed relate (Note 2)
Date of dealing               29 March 2010


2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant       1,835,165     0.80%        604,913     0.26%
securities
(2) Derivatives      546,436     0.24%        615,019     0.27%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total              2,381,601     1.04%      1,219,932     0.53%

(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

  (a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      3,215                5.8000
Purchase      27                   5.8150
Purchase      2                    5.7850
Purchase      2,918                5.7931
Purchase      99,773               5.7988
Purchase      16,958               5.8052
Purchase      2,623                5.8091
Sale          16,621               5.7978
Sale          8,855                5.7802
Sale          4,483                5.8095
Sale          32,868               5.8146
Sale          44,026               5.7993
Sale          2,465                5.8039
Sale          2,130                5.7960
Sale          715                  5.7940
Sale          550                  5.8107
Sale          508                  5.7950
Sale          57,005               5.7931

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          715           5.794
CFD            Long          16621         5.7977
CFD            Long          44026         5.7993
CFD            Long          2465          5.8039
CFD            Short         3215          5.8

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry      Option money
e.g. call       selling,          securities to      price     American,       date        paid/received
option          purchasing,       which the option             European etc.               per unit (GBP)
                varying etc.      relates (GBP)



(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         30 March 2010
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)