Director Shareholding

Babcock International Group PLC
24 June 2002

           
Please be advised of the following grants of share options made to 
Mr G A Campbell, Mr P L Rogers and Mr W Tame, directors of Babcock International 
Group PLC ('Babcock'):

Grantee              No. of Share            Stock         Date of Grant   Price
                    Options Granted         

Mr G A Campbell      The Babcock 1999       Babcock 60p    24 June 2002   124.5p  
                   Unapproved Executive   Ordinary Shares 
                   Share Option Scheme 
                        317,590                          

Mr P L Rogers      Share Option Agreement   Babcock 60p    24 June 2002   124.5p
                        401,606           Ordinary Shares     

Mr W Tame            The Babcock 1999       Babcock 60p    24 June 2002   124.5p
                   Unapproved Executive    Ordinary Shares  
                    Share Option Scheme 
                        148,594         
                                                                               
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