Director Shareholding

Babcock International Group PLC
28 November 2001


Babcock International Group PLC
Notification of Purchase of Equity Shares by Trustee of
The Babcock Employees' Share Trust

This is to notify you that between 23 and 27 November 2001 The Babcock 
Employees' Share Trust, through its trustee SG Hambros Trust Company (Guernsey) 
Limited, purchased 52,978 ordinary shares in Babcock International Group PLC in 
the market at an average price of 80.66 pence per share. The purchases were 
notified to Babcock International Group PLC on 26 and 27 November 2001. The 
executive directors of Babcock International Group PLC, Mr G A Campbell, 
Mr M S Eaton, 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.