Holding in Company

Costain Group PLC
21 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


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

CNW NOMINEES LTD                              12,720,273 SHARES
BNY GIL CLIENT A/C NOMINEES LTD                  205,445 SHARES
GLEN CAIRN NOMINEES LTD                              750 SHARES
EXORS OF MR T BEULEY-HARAN deceased                   81 SHARES


5)   Number of shares/amount of stock acquired.

N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

416

8)   (.00012%) of issued Class

9)   Class of security

ORDINARY SHARES

10)  Date of transaction

19-12-00

11)  Date company informed

21-12-00

12)  Total holding following this notification

12,926,549
               
              
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

C L FRANKS   01628 842575

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


     Date of Notification ..21-12-00


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').

This notification relates, inter alia, to interests which arise certain
Agreements dated 10 October 1997 made between the Company, certain subsidiaries
of the Company.  The agreement constitutes an agreement to which section 204 of
the Act applies (the 'Section 204 Agreement').

We hereby give you notice under Part VI of the Act that we are interested in
292,169,651 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 shown 14,181 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.


* The schedules are no longer relevant.  The Section 204 Agreement has expired.


Letter from The Royal Bank of Scotland Group