Costain Group PLC - Hldg by Royal Bk of Scot.Grp

RNS Number:2818H
Costain Group PLC
14 March 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 BELOW

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

FIELDING NOMINEES LTD            2500 ORDINARY SHARES
NATWEST FIS NOMINEES LTD          416 ORDINARY SHARES
CNW NOMINEES LTD             12720273 ORDINARY SHARES

BANK OF NEW YORK NOMINEES LTD 86630 ORDINARY SHARES

BNY GIL CLIENT A/C NOMINEES LTD 205445 ORDINARY SHARES

The registered holders remains the same but the shareholder having a major
interest changes from National Westminster Bank PLC to The Royal Bank of
Scotland Group PLC.

5)   Number of shares/amount of stock acquired.


6)   (   %) of issued Class

7)   Number of shares/amount of stock disposed


8)   (   %) of issued Class

9)   Class of security

ORDINARY SHARES

10)  Date of transaction

9 MAR 2000

11)  Date company informed

13 MAR 2000

12)  Total holding following this notification

294,508,616
               
              
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 L FRANKS
01628 842575

16)  Name and signature of authorised company official responsible for 
     making this notification
                                  C L FRANKS
                                  SECRETARY

     Date of Notification ... 14 MARCH 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').

This notification relates, inter alia, to interests which arise under certain
Agreements dated 10 October 1997 made between the Company, certain subsidiaries
of the Company and the parties whose names and addresses appear in the schedule
below to this letter.  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
294,508,616 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 below.

Of the interest shown 103,227 shares are not material interests under Section
199 of the Act.  However, in addition there are a further 205,445 shares in
which The Royal Bank of Scotland Group Plc has a material and non material
interest.


LETTER FROM: The Royal Bank of Scotland Group Plc



                             COSTAIN GROUP PLC
                                 
                                   SCHEDULE

                Names of parties to the Section 204 Agreement

C L Franks
Costain Group Plc

Costain Engineering Services Inc

Costain Dubai LLC

Costain Homes Holdings Inc

Raymond International WLL

Daedalus Projects Ltd

Intria Berhad

Banco Santander SA

Bankers Trust Company

Bankers Trust International

Bank of America NT & SA (Loan Trading Group)

Bank of America NT & SA (Special Assets Group)

Citibank NA

Skanska Invest AB

Lloyds Bank Plc

Standard Chartered Bank Plc

R J Hopkins
Share Disclosure
National Westminster Bank



                            COSTAIN GROUP PLC

                  Schedule of shareholdings of the Participating
                                   Banks


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

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

Bankers Trust Company        413,085         413,085                  NIL

KAS Nominees Designated
 Account                     323,830         323,830                  NIL

Banco Santander SA               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 NT & SA    5,551,470       5,551,470                  NIL
(Loan Trading Group)

Bank of America NT & SA
(Special Assets Group)     5,322,542       5,322,542                  NIL

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         416             NIL                  NIL

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

Bank of New York
 Nominees Ltd                 86,630             NIL                  NIL

BNY GIL Client
 A/C Nominees Ltd            205,445             NIL                  NIL

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

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

Glencairn Nominees Ltd           250             NIL                  NIL

           TOTALS        294,508,616     112,238,487           72,829,688


END

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