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               31 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       1,678,900     0.73%        632,722     0.28%
securities
(2) Derivatives      555,948     0.24%        521,665     0.23%
(other than
options)
(3) Options and            0     0.00%              0     0.00%
agreements to
purchase/sell
Total              2,234,848     0.97%      1,154,387     0.50%


(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      8,499                6.0200
Purchase      981                  6.0044
Purchase      11,474               6.0201
Purchase      1,026                6.0025
Purchase      10,474               6.0019
Purchase      2,170                5.9831
Purchase      6,623                5.9985
Sale          472                  6.0100
Sale          850                  6.0056
Sale          3,139                6.0004
Sale          3,142                6.0004
Sale          2                    5.9450
Sale          8,499                6.0250
Sale          58,380               5.9986
Sale          8,499                6.0200
Sale          9,624                6.0023
Sale          10,479               5.9858
Sale          11,983               6.0198
Sale          19,390               6.0025
Sale          30,402               5.8050
Sale          7,446                6.0271


(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          10479         5.9857
CFD            Long          58380         5.9985


(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                         01 April 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)