Baran Group Announces Its Intention to Delist from The NASDAQ.

NEW YORK -- The Baran Group, Ltd. (NASDAQ: BRAN) announced that on June 25, 2004 Baran's board of directors resolved to concentrate the trading of its securities on the Tel-Aviv Stock Exchange (hereunder, "TASE") and to voluntarily delist its shares from listing in the NASDAQ National Market (hereunder, "NASDAQ"). In addition to delisting Baran's shares from NASDAQ, Baran currently intends, under applicable SEC rules, to thereby cease filing annual and other reports with the SEC once the deregistration is effective by filing a Form 15. As part of the delisting process, the board further resolved to file a post-effective amendment to Baran's registration statement on Form S-8, which was filed with the SEC late last year in connection with Baran's employee option incentive program for United States employees, in order to deregister the unsold shares registered by that registration statement.

The deregistration process shall commence no later than July 10th, 2004. The board resolved to authorize Baran's management to set the filing of Form 15 timing and to take all measures and acts required for the implementation of the deregistration process.

Baran's plan to deregister its ordinary shares was made after careful consideration of the advantages and disadvantages of continuing its share registration in the United States and the rising costs and demands on management time arising in connection with SEC and NASDAQ compliance requirements. After considering the limited number of Baran's US holders of record and the low trade volume of Baran's shares on NASDAQ, as well as the growing internationalization of stock markets. And in light of the related high costs and continuous increase in the onerous duties set upon Baran and its officers, resulting of being a NASDAQ traded entity; the board resolved that the listing is no longer justified. Baran is eligible to deregister because it has fewer than 300 shareholders of record world-wide. Baran's shares shall continue to trade in the TASE and Baran shall continue to make public reports in accordance with the Israeli Securities and Exchange Committee rules and regulations.

The board believes that currently, burdens associated with being a "reporting company" under the 1934 Act, including those arising under the provisions of the Sarbanes-Oxley Act of 2002 outweigh the advantages of being a dual-traded company. The board farther believes that since the registration of Baran's shares for trade in the NASDAQ, Baran's chances to raise funds through the NASDAQ in the near future have reduced and at present this possibility seems improbable. It is the board's opinion that the deregistration resolution is for the benefit of Baran and all its shareholders, including its US holders of record, who will be able to continue their trade in Baran's shares through the TASE, where Baran enjoys a substantially higher trade volume.

Whether at some later point Baran will re-establish itself as dual-traded is an open question and will be taken up at an appropriate time. For the foreseeable future, the board believes that the best course is to deregister Baran shares from trade in the NASDAQ and to remain listed in the TASE.

Meir Dor, Chairman of the Board, made the following comment: "The costs of remaining a reporting company outweigh the benefits to our company and our stockholders. Due to our small number of stockholders, and low trade volume in the NASDAQ we have not enjoyed many of the traditional benefits of being a reporting company. We believe that while Baran will enjoy substantial cost reductions associated with suspending the SEC public filing obligations, the stockholders will be able to continue their trade in Baran's stock in TASE where Baran enjoys much higher trade volume. The delisting process will release Baran's management from onerous and constantly changing duties and will enable us to turn Baran into amore profitable company and bring more value to our stockholders."

About the Baran Group

The Baran Group, Ltd. is a global provider of engineering, technology and construction solutions. The Company provides full-service, turnkey engineering and technological planning and production services to a broad range of industries through four professional divisions: communications, civil engineering, industry and technology and services. Baran specializes in handling complex and challenging projects, offering creative and unconventional solutions, and customizing projects to clients' real needs. Baran's services include feasibility & planning, detailed engineering, procurement, project management, facility management, and construction management.

For more information about the Baran Group, visit www.barangroup.com.

The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, consumer spending levels, adverse weather conditions and other factors could cause actual results to differ materially from the Company's expectations.