Reclassification of Shares

Babcock International Group PLC
31 July 2002

Babcock International Group PLC announces that following the redemption of the
remaining 3,747,563 issued 'B' Shares on 23 October 2001 and pursuant to a
resolution passed at the extraordinary general meeting of the Company held on 10
October 2000, the existing authorised but unissued 'B' Shares of 18 pence each
were on 25 July 2002 consolidated, divided and reclassified into 51,051,958
ordinary shares of 60 pence each and 1 unclassified share of 30 pence.




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