Holding in Company

Costain Group PLC
31 August 2000


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     COSTAIN GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     BANK OF AMERICA NA

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

     SEE BELOW

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

     BANK OF AMERICA NA

5)   Number of shares/amount of stock acquired.

     N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     100000

8)   (0.296%) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

     30 AUGUST 2000

11)  Date company informed

     31 AUGUST 2000

12)  Total holding following this notification

     293,727,689
               
13)  Total percentage holding of issued class following this notification

      87%

14)  Any additional information

     THE FIGURE IN BOX 12 INCLUDES 72,307,521 SHARES WHICH ARE COUNTED TWICE    
    BY VIRTUE OF ONE PARTY TO A SECTION 204 AGREEMENT HOLDING OPTIONS TO        
   PURCHASE SHARES HELD BY OTHER PARTIES TO THAT AGREEMENT.

15)  Name of contact and telephone number for queries

     CLIVE FRANKS   01628 842575

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

     Date of Notification    31 AUGUST 2000






LETTER TO COSTAIN GROUP PLC

30th August 2000


Part VI of the Companies Act 1985 (the 'Act')

This letter constitutes notification under Part VI of the Act and relates to
ordinary share capital of Costain Group Plc (the 'Company').

This notification relates, inter alia, to interests which arise under certain
Agreements dated 10th October 1997 made between the Company, certain
subsidiaries of the Company and the parties whose names and addresses appear in
the schedule attached to this letter.  The agreement constitutes an agreement to
which Section 204 of the Act applies (the 'Section 204 Agreement').

We hereby give notice under Part VI of the Act that we are interested in
293,727,689 ordinary shares of 10p each in the capital of the Company
('Shares').

The identities of the registered holders of the Shares to which this
notification relates and the number of Shares held by each are as set out in the
Schedule of shareholdings attached to this letter.

Of the interest showing, Bank of America has a material interest of 9,087,462
under Section 199 of the Act.

LETTER FROM BANK OF AMERICA NA



                              COSTAIN GROUP PLC
             SCHEDULE OF SHAREHOLDINGS OF THE PARTICIPATING BANKS

Name of                Number of          Number of such      Number of such
registered holder       Shares            Shares in which     Shares in which 
                                          the interest        the interest is
                                          arises by virtue    a Section
                                          of the Section      208(5) interest
                                          204 Agreement       

Banco Santander SA       1,366,609         1,306,024                NIL

Bankers Trust Company      413,085           413,085                NIL

Banco Santander SA       1,325,468         1,325,468                NIL

Chase Nominees Ltd
 A/C SO 2196             2,334,974         2,334,974                NIL

Cargill Financial
 Markets Plc             1,006,297         1,006,297                NIL

Bank of America 
 International Ltd         463,450               NIL                NIL

Bank of America NA       3,301,470         3,301,470                NIL
(Loan Trading Group)

Bank of America NA       5,322,542         5,322,542                NIL
Blydenstein Nominees Ltd

Citibank International
 Plc                     1,165,331         1,044,333            522,167

Ranelagh Nominees Ltd   10,647,000         9,734,704                NIL

LLoyds Bank (PEP 
 Nominees) Ltd              12,483               NIL                NIL

Lloyds Private Banking
 (Isle of Man)                 948               NIL                NIL

Fielding Nominees Ltd        2,500               NIL                NIL

Natwest FIS Nominees Ltd       776               NIL                NIL

CNW Nominees Ltd        12,720,273        11,556,292                NIL

Natwest PEP Nominees 
  Ltd                           15               NIL                NIL

Bank of New York 
  Nominees Ltd              49,045               NIL                NIL

BNY GIL Client A/C
  Nominees Ltd             386,978               NIL                NIL

Standard Chartered
  Nominees Ltd J         4,097,553         3,694,468                NIL
A/C

Daedalus Projects Ltd  125,354,541        42,500,000                NIL

Raymond International
  WLL                   25,562,500           562,500                NIL

Skanska Invest AB       97,870,021        25,562,500         72,307,521

               TOTALS  293,727,689       109,988,487         72,829,688