Director/PDMR Shareholding

Babcock International Group PLC
12 January 2006


NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).


(1)      An issuer making a notification in respect of a transaction relating to the shares or debentures
         of the issuer should complete boxes 1 to 16, 23 and 24.

(2)      An issuer making a notification in respect of a derivative relating to the shares of the issuer
         should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)      An issuer making a notification in respect of options granted to a director/person discharging
         managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)      An issuer making a notification in respect of a financial instrument relating to the shares of
         the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and
         24.

Please complete all relevant boxes in block capital letters.


1. Name of the issuer

Babcock International Group PLC

2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)

Both (i) and (ii)

3. Name of person discharging managerial responsibilities/director

Mr Gordon Campbell

4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

As in 3

5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

As in 3

6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

60p Ordinary Shares

7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them

Mr G Campbell 7,349

Mrs J Campbell 15,000

8 State the nature of the transaction

Exercise of options granted 25/6/2001 at an option price of 99.33p followed by
the sale of the

resulting shares, 15,000 of which had been transferred to Mrs J Campbell
(spouse)

11. Number of shares, debentures or financial instruments relating to shares
disposed

22,349

12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)

0.01%

13. Price per share or value of transaction

240.75p / share

14. Date and place of transaction

12/1/2006

15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

49,685  0.024%  (no change)

16. Date issuer informed of transaction

12/01/2006

Name and signature of duly authorised officer of issuer responsible for making
notification

Mr S A R Billiald

Date of notification

12/1/2006

END

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