Director Shareholding

Costain Group PLC
30 May 2002

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

COSTAIN GROUP PLC

2)  NAME OF DIRECTOR

FREDERICK WILLIAM BALLARD

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

INTEREST OF PERSON NAMED IN 2

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

AS IN 2 ABOVE

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

NO

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

PURCHASE OF BENEFICIAL INTEREST

7)  Number of shares/amount of
    stock acquired

17987

8)   (.0053%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class



11) Class of security

ORDINARY SHARES

12) Price per share

27.78P

13) Date of transaction

29.05.02

14) Date company informed

29.05.02

15) Total holding following this notification

17987

16) Total percentage holding of issued class following this notification

.0053%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

CLIVE L FRANKS - 01628 842575

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification    30 MAY 2002                             


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

COSTAIN GROUP PLC

2)  NAME OF DIRECTOR

FREDERICK WILLIAM BALLARD

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

INTEREST OF PERSON NAMED IN 2

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

AS IN 2 ABOVE

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

NO

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

SALE OF BENEFICIAL INTEREST

7)  Number of shares/amount of
    stock acquired

N/A

8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

30,372

10)  (.009%)
    of issued Class



11) Class of security

ORDINARY SHARES

12) Price per share

27.32P

13) Date of transaction

29.05.02

14) Date company informed

29.05.02

15) Total holding following this notification

NIL

16) Total percentage holding of issued class following this notification

NIL

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

CLIVE L FRANKS - 01628 842575

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification    30 MAY 2002                             


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