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               30 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       1,792,158     0.78%        614,920     0.27%
securities
(2) Derivatives      555,948     0.24%        590,524     0.26%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total              2,348,106     1.02%      1,205,444     0.52%


(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      624                  5.7850
Purchase      20,451               5.8915
Purchase      1,600                5.9450
Purchase      11,337               5.8050
Purchase      2,925                5.9485
Purchase      3,307                5.8050
Purchase      30,402               5.8050
Purchase      11                   5.8050
Sale          9,512                5.9295
Sale          506                  5.9550
Sale          975                  5.9440
Sale          3,568                5.9450
Sale          4,330                5.8142
Sale          5,424                5.9450
Sale          9,814                5.8788
Sale          10,171               5.8819
Sale          12,733               5.9441
Sale          16,785               5.8063
Sale          21,410               5.9450
Sale          23,520               5.8817
Sale          4,923                5.9405


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          23520         5.8817
CFD            Long          9512          5.9294
CFD            Long          975           5.944


(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                         31 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)