Costain Group PLC - Holding in Company

RNS Number:9867I
Costain Group PLC
12 April 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

     250,000

8)   (0.074%) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

     3 APRIL 2000

11)  Date company informed

     10 APRIL 2000

12)  Total holding following this notification

     295,652,689
               
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

     C.L. FRANKS       01628 842575

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

     Date of Notification ...12 APRIL 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 10th October 1997 made between the Company, certain
subsidiaries of the Company and the parties whose names appear in the schedule
below.  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
295,627,689 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 below.

Of the interest showing, Bank of America has a material interest of 
10,987,462 under Section 199 of the Act.

                               COSTAIN GROUP PLC

              Schedule of shareholdings of the Participating Banks

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

Banco Santander SA          1,366,609       1,306,024                NIL
Bankers Trust Company         413,085         413,085                NIL
KAS Nominees Designated       323,830         323,830                NIL
Account
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   1,006,297       1,006,297                NIL
Plc
Bank of America Intl.Ltd.     463,450             NIL                NIL
Bank of America NA          5,201,470       5,201,470                NIL
Bank of America NA          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            948             NIL                NIL
(Isle of Man) Ltd.
Fielding Nominees Ltd           2,500             NIL                NIL
Ltd.
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   386,978             NIL                NIL
Ltd.
Standard Chartered Nominees 4,097,553       3,694,468                NIL
Ltd. J A/C
Daedalus Projects Ltd.    125,354,541      42,500,000                NIL
Raymond Internation WLL    25,562,500         562,500                NIL
Skanska Invest AB          97,870,021      25,562,500         72,307,521
                          ----------------------------------------------
             TOTALS       295,627,689     111,888,487         72,829,688
                          ==============================================

Letter from Bank of America NA

END

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