Director Shareholding

Babcock International Group PLC
24 June 2002


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 19, 20 and 21 June 2002 The Babcock Employees' 
Share Trust, through its trustee SG Hambros Trust Company (Guernsey) Limited, 
purchased the following ordinary shares in Babcock International Group PLC in 
the market: - 

Date                   Number of Shares     Market Price (p)

19 June 2002                  175,000           121
20 June 2002                   75,000           122.5
21 June 2002                  491,000           126.5
 
The purchases were notified to Babcock International Group PLC on 20, 21 and
24th June 2002. The executive directors of Babcock International Group PLC, 
Mr G A Campbell, Mr P L Rogers, Dr G Schafer and Mr W Tame, 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.


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