Capital Restructuring

Costain Group PLC
20 May 2005

Costain Group PLC

('the Company')



Reduction of Share Capital and Cancellation of share premium account



The Company announces that the special resolution passed by the Company at the
extraordinary general meeting held on 28 April, 2005 approving the reduction of
share capital and cancellation of share premium account in the Company was
approved by the Companies Court on 18 May, 2005 and was registered at Companies
House today, 20 May, 2005.



Following this capital reduction each shareholder will hold the same number of
shares and each holding will bear the same relationship to the total issued
share capital and market capitalisation of the Company as does a shareholder's
current shareholding.  The only difference will be that the nominal value of the
ordinary shares will now be 5p.


                                                                     20 May 2005


Enquiries


Costain Group PLC                                       Tel: [phone]
Clive Franks, Company Secretary

College Hill                                            Tel: [phone]
Mark Garraway                                           [e-mail]
Matthew Gregorowski                                     [e-mail]







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