Directors' Notification of Dealing in Shares

Babcock International Group PLC
22 June 2000

TO:  COMPANY ANNOUNCEMENTS OFFICE

DATED:  21 JUNE 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 20 June 2000 The Babcock Employees' Share Trust,
through its trustee SG Hambros Trust Company (Guernsey) Limited, purchased
215,000 ordinary shares in Babcock International Group PLC in the market at a
price of ninety-five pence (£0.95) per share.  The purchase was notified to
Babcock International Group PLC on 21 June 2000.  Three of the executive
directors of Babcock International Group PLC, Mr M S Easton, 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.

FROM:  BABCOCK INTERNATIONAL GROUP PLC