Costain Group PLC - Holding in Company

RNS Number:9868I
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 N.A.

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 N.A.

5)   Number of shares/amount of stock acquired.

     N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     100,000

8)   (0.029%) of issued Class

9)   Class of security

     Ordinary Shares

10)  Date of transaction

     4 April 2000

11)  Date company informed

     10 April 2000

12)  Total holding following this notification

     295,527,689
               
              
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 and addresses 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
295,527,689 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 10,887,462
under Section 199 of the Act.


                               COSTAIN GROUP PLC

                   Schedule of shareholdings of the Participating
                                  Banks

Name of registered        Number      Number of such      Number of which
holder                    of shares   Shares in which the Shares in which the
                                      Interest arises     interest is a Section
                                      by virtue 204       208(5) interest.
                                      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         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 Int Ltd      463,450             NIL                NIL
Bank of America N A        5,101,470       5,101,470                NIL
Bank of America N A
 Blydenstein Nominees Ltd  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)Ltd                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 A/C        4,097,553       3,694,468                NIL
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          295,527,689     111,788,487         72,829,688



Letter from Bank of America, N.A.


END

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