Director Shareholding

Babcock International Group PLC
27 June 2001


Letter to: Company Announcements Office

Re:   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 26 June 2001 The Babcock Employees' Share Trust,
through its trustee SG Hambros Trust Company (Guernsey) Limited, purchased
125,000 ordinary shares in Babcock International Group PLC in the market at a
price of one hundred and two pence (£1.02) per share. The purchase was notified
to Babcock International Group PLC on 27 June 2001. The executive directors of
Babcock International Group PLC, Mr 0 A Campbell, Mr M S Easton, 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.

Letter from: Babcock International Group PLC