Director Shareholding

Babcock International Group PLC
22 November 2000



BABCOCK INTERNATIONAL GROUP PLC
NOTIFICATION OF PURCHASE OF EQUITY SHARES BY TRUSTEE OF
THE BABCOCK EMPLOYEES' SHARE TRUST

This is to notify you that on 20 and 21 November 2000 The Babcock Employees'
Share Trust through its trustee SG Hambros Trust Company (Guernsey) Limited,
purchased 100,000 and 339,200 ordinary shares in Babcock International Group PLC
in the market at prices of one hundred and twenty four pence (£1.24) per share
and one hundred and twenty five pence (£1.25) per share, respectively.  The
purchases were notified to Babcock International Group PLC on 21 November 2000. 
Four of the executive directors of Babcock International Group PLC, 
Mr M S Easton, Dr T J Parker, Dr G Schafer and Mr N R Young, are potential
beneficiaries under The Babcock Employees' Share Trust and so are deemed to have
an interest in these shares for the purposes of section 324 Companies Act 1985,
notice of which is hereby given in accordance with section 329 of the Companies
Act 1985 and paragraph 16.13 of the Listing Rules.