Holding in Company

Costain Group PLC
19 December 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     COSTAIN GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     THE ROYAL BANK OF SCOTLAND GROUP PLC

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 LETTER BELOW

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

     NAT WEST FIS NOMINEES LIMITED              416 SHARES
     CNW NOMINEES LIMITED                12,720,273 SHARES
     BNY GIL CLIENT A/C NOMINEES LTD        205,445 SHARES     
     GLENCAIRN NOMINEES LIMITED                 750 SHARES
     EXECS OF Mr T BEULEY-HARAN DECD             81 SHARES

5)   Number of shares/amount of stock acquired.

     81

6)   ( 0.00000024%) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

      13.12.2000

11)  Date company informed

     18.12.2000

12)  Total holding following this notification

     12,926,965
              
13)  Total percentage holding of issued class following this notification

     3.83%

14)  Any additional information

     NONE

15)  Name of contact and telephone number for queries

     CLIVE L FRANKS - 01628 842575

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

     Date of Notification ..19 DECEMBER 2000


LETTER TO COSTAIN GROUP PLC

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').

We hereby give you notice under Part VI of the Act that we are interested in
292,170,067 ordinary shares of 10p each in the capital of the Company
('Shares').

Of the interest shown 14,597 shares are not material interests under Section 199
of the Act.  However, in addition there are a further 205,526 shares in which
The Royal Bank of Scotland Group plc has a material and non material interest.

FROM THE ROYAL BANK OF SCOTLAND GROUP PLC