Rule 8.1- Babcock Intnl Group

Babcock International Group PLC
10 May 2006


                                                                        FORM 8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

      (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)





1.         KEY INFORMATION


Name of person dealing (Note 1)                The Babcock Approved Employee Share Ownership Plan

Company dealt in                               Babcock International  Group plc

Class of relevant security to which the        Ordinary 0.60p
dealings being disclosed relate (Note 2)

Date of dealing                                10th May 2006






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 securities                        359,172   0.17%

(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total                                          359,172   0.17%




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


Class of relevant security:                          Long                                 Short


                                               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 (Note 5)


Purchase                               3,229                                 £3.29p







(b)            Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)        Price per unit (Note 5)
e.g. CFD










(c)            Options transactions in respect of existing securities

(i)            Writing, selling, purchasing or varying


Product name,         Writing, selling, Number of securities  Exercise   Type, e.g.      Expiry     Option money
                        purchasing,     to which the option              American,
e.g. call option      varying etc.      relates (Note 7)      price      European etc.   date       paid/received per
                                                                                                    unit (Note 5)







(ii)            Exercising


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






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


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








4.            OTHER INFORMATION



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)                            YES/NO




Date of disclosure                                                10 May 2006

Contact name                                                      S Billiald

Telephone number                                                  020 72915016

Name of offeree/offeror with which associated                     Babcock International Group PLC

Specify category and nature of associate status (Note 10)         6






Notes



The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk






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