Directors' Notification of Dealing in Shares

Babcock International Group PLC
22 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 21 June 2000 The Babcock Employees' Share Trust,
through its trustee SG Hambros Trust Company (Guernsey) Limited, purchased
185,000 ordinary shares in Babcock International Group PLC in the market at a
price of ninety-four point nine seven three pence (£0.94973) 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.