Proposed Return of Capital

Babcock International Group PLC
15 September 2000


                BABCOCK INTERNATIONAL GROUP PLC
                               
                  PROPOSED RETURN OF CAPITAL
                               
As announced at the Annual General Meeting of Babcock International Group PLC
(the 'Company') on 28 July 2000, the Company is proposing to return
approximately £30.6 million of capital to shareholders, equivalent to 18 pence
per existing ordinary share.  Details of the proposed return of capital are
being posted to shareholders today.

The return of capital is proposed to be effected by a bonus issue of one
redeemable 'B' share of 18 pence for each existing ordinary share of 50 pence
held at close of business on 20 October 2000 (the 'Record Date') and a 5 for 6
share capital consolidation of the Company's ordinary share capital.

Under the proposals, which are subject to shareholder approval, for every 100
ordinary shares held on the Record Date, shareholders will receive 100 'B'
shares and 83 new ordinary shares of 60p each, and so in proportion for any
other number of existing ordinary shares held on the Record Date.

Based on the closing middle market price of 103.5p per existing ordinary share
on 14 September 2000 (the last dealing day prior to this announcement), the
proposed return of capital to shareholders equates to 17.4 % of the Company's
market capitalisation at that date.

In cases where fractional entitlements to new ordinary shares arise, these
will be aggregated and sold and the net proceeds will be remitted to the
shareholders entitled thereto.

The 'B' shares will have a nominal value of 18p each, limited voting rights
and, from 24 October 2000, a preferential dividend at the rate of 75% of six
month LIBOR payable semi- annually in arrears on 23 April and 23 October. 
Shareholders will be entitled to redeem their 'B' shares for cash, at their
nominal value, on 23 October 2000 or 23 April 2001.  The Company may at its
discretion redeem the 'B' shares at any time after 23 April 2001 and will be
obliged to do so not later than 23 October 2002.

Application will be made for the 'B' shares and the new ordinary shares
resulting from the ordinary share capital consolidation to be admitted to the
Official List of the London Stock Exchange.  An Extraordinary General Meeting
of the Company to approve the proposals will be held at 10.00am on Tuesday, 10
October 2000.

Subject to the proposals being approved by shareholders at the Extraordinary
General Meeting and to admission of the 'B' shares and new ordinary shares to
listing becoming effective, it is expected that dealings in the new ordinary
shares and 'B' shares will commence on Monday, 23 October 2000 and that
cheques in respect of 'B' shares redeemed on that date and in respect of any
fractional entitlements to new ordinary shares will be despatched to the
shareholders entitled thereto by Friday, 27 October 2000.


Enquiries:

Dr  T  J  Parker      Babcock International Group PLC   01494 727 296
Nigel  Young          Babcock International Group PLC   01494 727 296
Ginny  Pulbrook       Citigate Dewe Rogerson            020 7282 2945