Directors' Dealings

BABCOCK INTERNATIONAL GROUP PLC

RE: DISPOSAL OF SHARES BY THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST
OTHER THAN BY TRANSFER TO AN EXECUTIVE DIRECTOR


 DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

BABCOCK INTERNATIONAL GROUP PLC

2)   NAME OF DIRECTOR

DR T J PARKER, MR M S EASTON, DR G SCHAFER, MR N R YOUNG

3)   Please state whether notification indicates that it is in
     respect of holding of the Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

DIRECTOR

4)   Name of the registered holder(s) and, if more than
     one holder, the number of shares held by each of 
     them. (If notified)

S G HAMBROS TRUST COMPANY (GUERNSEY) LIMITED AS TRUSTEE OF THE BABCOCK
EMPLOYEES' SHARE TRUST HELD BY THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST

5)   Please state whether notification relates to a
     person(s) connected with the Director named in 2
     above and identify the connected person(s)

NO

6)   Please state the nature of the transaction. For
     PEP transactions please indicate whether
     general/single co PEP and if discretionary/non
     discretionary

DIRECTORS CEASING TO BE POTENTIAL DISCRETIONARY BENEFICIARIES OF SHARES
HELD BY THE TRUSTEE OF THE BABCOCK EMPLOYEES' SHARE TRUST BY REASON OF THOSE
SHARES BEING TRANSFERRED TO THE RRDL 1999 SHARE PARTICIPATION SCHEME

7)   Number of shares/amount of stock acquired

N/A

8)   ( N/A %)
    of issued Class

N/A     

9)   Number of shares/amount
     of stock disposed

750,288

10)  (0.44%)
    of issued Class

11)  Class of security

ORDINARY

12)  Price per share

114P

13)  Date of transaction

14 SEPTEMBER 1999

14)  Date company informed

15 SEPTEMBER 1999

15)  Total holding following this notification

477,282

16)  Total percentage holding of issued class following 
     this notification      

0.28%

      IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE COMPLETE 
                              THE FOLLOWING BOXES

17)  Date of grant

N/A

18)  Period during which or date on which exercisable

N/A

19)  Total amount paid (if any) for grant of the option

N/A

20)  Description of shares or debentures involved:
     class, number.

N/A

21)  Exercise price (if fixed at time of grant) or indication
     that price is to be fixed at time of exercise

N/A

22)  Total number of shares or debentures over which
     options held following this notification

N/A

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries


25)  Name and signature of authorised company official
     responsible for making this notification
     MR R MARTIN, GROUP ASSISTANT SECRETARY 
     Date of Notification...15 SEPTEMBER 1999............