Director Shareholding

Babcock International Group PLC
17 November 2000


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 16 November 2000 The Babcock Employees' Share
Trust, through its trustee SG Hambros Trust Company (Guernsey) Limited,
purchased 143,316  60p ordinary shares in Babcock International Group PLC in the
market at a price of one hundred and fourteen pence (114p) per share.  The
purchase was made from funds available from the redemption of non-cumulative
redeemable preference shares of 18 pence each ('B' shares) received following
the October 2000 capital reorganisation of Babcock International Group PLC and
was notified to Babcock International Group PLC on 16 November 2000.  Four of
the directors of Babcock International Group PLC, Mr M S Easton, Dr T J Parker,
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.