RNS No 0671b
COSTAIN GROUP PLC
10th October 1997

PART 1

                      COSTAIN GROUP PLC

      Unaudited preliminary results of the Costain Group
            for the year ended 31st December, 1996

The following is the full text of the preliminary results of
the Costain Group for the year ended 31st December, 1996:

Results

Costain Group PLC today announces a loss on ordinary
activities before exceptional items, interest and taxation of
#40.7 million (1995: #37.8 million loss) on a turnover of
#744.5 million (1995: #842.4 million). In addition, there are
exceptional items totalling #12.3 million (1995: #93.4
million).

After interest of #9.3 million (1995: #11.4 million), the pre-
tax loss for the year is #62.3 million (1995: #142.6 million
loss).

Our engineering and construction businesses had a difficult
year and made an operating loss from continuing operations of
#20.3 million (1995: #29.0 million loss). The majority of
these losses resulted from trading in the Middle East. US Coal
lost #11.2 million in 1996 due mainly to difficult geological
conditions in the Baker mine.  We announced the completion of
the sale of this business on 17th March, 1997.  The specialist
pipeline business, Land & Marine Engineering, also incurred
losses before it was sold in August 1996.

The exceptional items of #12.3 million are made up of four
factors. As a consequence of the agreement in December to sell
Spitalfields to Metacorp, the book value of Spitalfields has
been written down by #10.6 million. The sales of Land & Marine
and Costain Industrial Services realised a loss of #0.3
million and a profit of #1.7 million respectively. The sale of
US Coal realised a loss of #3.1 million on its written down
book value.

Finance

Net borrowings fell by #57.0 million, to #19.4 million at 31st
December, 1996, from #76.4 million at the same time last year.
The Open Offer to shareholders on 4th July, 1996 raised #73.0
million and sales of businesses realised #20.9 million. No
dividend will be recommended in respect of the year ended 31st
December, 1996.

Key Corporate Developments in 1996

1996 saw several important developments for the Group as the
Board pursued its key objectives of strengthening the
Company's balance sheet and returning it to its core
engineering and construction business.

On 4th July, the Group announced a 3 for 1 Open Offer of up to
155,352,264 New Ordinary Shares at a price of 50p per share to
raise #73 million of new capital. The Open Offer was largely
underwritten by Intria Berhad, a substantial Malaysian
infrastructure based group, which agreed to invest
approximately #41 million in return for a 40 per cent interest
in Costain.

In late July, the planned sale of the Group's US Coal
business, which was due to be completed following extensive
negotiations, fell through after the proposed purchaser
informed Costain that, in the context of its own business
objectives, it had decided not to proceed. This disappointment
resulted in Costain having to recommence the sale process.

On 7th November, the Group requested a suspension in the
trading of its shares on the London Stock Exchange, pending an
announcement about its continuing asset disposal process and
subsequent financial arrangements.

On 10th December, the Company announced a further package of
measures aimed at strengthening the Group's financial
position. These comprised: the proposed sale of US Coal to
Rencoal; the sale of the Group's one-third interest in the
Spitalfields development to Metacorp, then an associate
company of Intria; and the grant of put and call options to
Mohammed Abdulmohsin Al-Kharafi & Sons WLL, one of the
Company's major shareholders, and Mr Hendri Luhur, an
Indonesian industrialist, to subscribe for shares in Costain.
These put and call options have now lapsed.

On 27th December, 1996 and on 6th January, 1997, shareholders
approved the various resolutions to allow the disposals of US
Coal and Spitalfields and the share allotments pursuant to the
options to proceed. The US Coal sale was eventually completed
on 14th March, 1997.

The sale agreement provided for the consideration paid by
Rencoal to be adjusted by reference to the net assets being
purchased as at 31st January, 1997, the effective date of
sale. Between late April and early October, Costain and
Rencoal were in dispute as to the amount by which the
consideration payable by Rencoal should be adjusted.

Having taken extensive legal and accounting advice and
following a protracted period of negotiation, the Group agreed
to a purchase price reduction of US$9.7 million (#6.0 million)
in order to settle this dispute. This agreement is conditional
upon the approval of certain banks which, in turn, is
conditional upon completion of the Open Offer and the payment
by the Company of US$1.15 million (#0.7 million) owed by it to
those banks. As a result of this settlement the cash
consideration received by the Group is US$22.8 million (#14.1
million) (of which US$22.5m (#13.9 million) was paid on
completion). In addition, the Group has released its
entitlements to a completion adjustment of US$2.0 million
(#1.2 million) and waived the right to receive extra-
contractual sums and assumed a liability owed by Rencoal to a
third party, together amounting to a further US$1.7 million
(#1.1 million).  As part of the settlement, Rencoal waived all
other rights which it may otherwise have had under the
warranties contained in the conditional sale agreement.  There
is no provision under the conditional sale agreement for
further adjustment of the consideration.

Operational Review

Engineering and Construction

Our six operating divisions continued to work in difficult
market conditions and against a background of uncertainty with
respect to the Group's position. Problems on several contracts
in the Middle East contributed to an overall loss of #20.3
million which was very disappointing. Action has been taken to
manage and to minimise losses as a result of the difficult
contracts in the Middle East. Since the year end, a new
managing director for Costain Middle East has been appointed
and his predecessor has left the Group.

In the UK, good progress was made on a mix of both major
projects and regional work in both Costain Construction and
Costain Civil Engineering.

Highlights included Costain Construction's three large scale
building contracts for major financial institutions in the
City: the #50 million joint venture contract to build ABN AMRO
Bank's new headquarters on the Spitalfields site in
Bishopsgate; the #45 million joint venture contract, awarded
by Wates City for Deutsche Morgan Grenfell's new headquarters
in Great Winchester Street; and the #25 million development
for Royal & Sun Alliance in King William Street.

In addition, the Costain-Skanska joint venture made excellent
progress as part of the Securicor-led consortium building the
#60 million privately-financed prison at Bridgend, which is
due to be completed ahead of programme. This is on programme
to take its first inmates later this year. The majority of
Costain Construction's new orders are now in the form of
Design and Build work, which is increasingly being demanded by
clients.

Costain Civil Engineering's order book was headed by the #74
million Newbury bypass contract where progress was also good.
Thanks to co-operation between a wide range of interested
parties, disruption at Newbury has been kept to a minimum. We
also continued work on three of the most technically complex
and challenging projects currently under construction in the
UK - the London Bridge section of the Jubilee Line Extension;
the strengthening and widening of the M5 bridge at Avonmouth,
which is being carried out while the six-lane motorway remains
open; and construction of the Cardiff Bay Barrage.

Costain Civil Engineering continued to target its key markets
successfully - in particular marine civil engineering work,
public health and environmental improvement schemes and
airports. In addition, the Group developed its interest in new
procurement methods alongside its traditional contracting
role, successfully securing a new partnering agreement for the
construction of a road in South Wales.

Costain Oil, Gas & Process made good progress in penetrating
key markets worldwide. Disappointingly the business suffered a
loss overall due, in large part, to one difficult contract.
Contracts from new and existing customers included oil and gas
field developments in Kuwait, process optimisation studies for
Petronas in Malaysia, engineering development for Statoil and
Norsk Hydro in Norway and cryogenic petrocarbon technology
plants in Trinidad, Taiwan, Sweden, Korea and the People's
Republic of China.

In the UK, the division completed the #25 million engineering,
procurement and construction contract for PowerGen's major gas
plant in North Wales. Environmental projects undertaken by
Costain Oil, Gas & Process included work with Costain South
East Asia on the world's largest sludge treatment plant in
Hong Kong, and a sulphur recovery project in Wales. Air
separation and other cryogenic plants were commissioned in
Trinidad, South Africa, China, Germany and Singapore.

Provision has been made in the 1996 accounts to cover the
losses suffered by Costain Middle East, where the problem
contracts are now either completed or nearing completion. A
large defence project in Saudi Arabia progressed well, and in
Egypt we are managing the construction of a large new private
hospital.

Costain South East Asia maintained its focus on work in Hong
Kong, Malaysia and Indonesia. In Hong Kong, our joint venture
project to provide all the landside infrastructure for the
airport progressed but was affected by interfaces with other
parties and a very large number of design changes. The Tsing
Ma suspension bridge, for which Costain was a major joint
venture contractor, was officially opened in April 1997. Our
concrete plant had a good year, supplying our own contracts
and other contractors working on the new Chek Lap Kok
international airport.  Our concrete supply licence has been
extended to the end of 1997 and further extensions are being
sought.

In Malaysia, we have received a letter of award for a #30
million turnkey project, with Intria, to design and build an
engineering complex and associated staff accommodation for
Malayan Railways (KTM) and await instruction to proceed. This
order builds on existing work in the country, in the form of a
#15 million design and build exhibition centre and a road
building project. Our Indonesian company, PT Costain, has
started work on two contracts for mining companies in
Kalimantan and is pursuing further prospects.

Costain Southern Africa's business in Zimbabwe suffered from
Government cutbacks, high interest rates and increased
competition from international, regional and local companies.
In spite of this, we won a good mix of building, civil
engineering and housing work.

Highlights included the completion and official opening by
President Mugabe of the #27 million Reserve Bank building, on
which Costain was the main contractor; steady progress on two
major shopping centres in Harare and Bulawayo; a large
pipeline; and completion of a 15.6 kilometre curved ore-
carrying conveyor belt - one of the longest in the world.

US Coal

Despite the improvements seen in 1995 following a major
reorganisation and restructuring, 1996 proved to be a
difficult year. Average coal sale prices were lower overall,
while geological and operating difficulties particularly
affected West Kentucky. Attempts to sell the business
continued throughout 1996, with the sale finally being
completed in March 1997.

Property

The Board remains committed to withdrawing from property
activities. The improvement in the UK commercial property
market during the year enabled Costain to review and optimise
use of space in its operational properties and to make
additional disposals.

In December 1996, we signed a conditional contract for the
sale of our investment in Spitalfields to Metacorp, then an
associate company of Intria.

The Board

During the year, largely as a result of the investment by
Intria, there were a number of changes to the composition of
the Board. Following the Open Offer in July, Dr Azman Firdaus
bin Shafii, Mr Abdul Aziz bin Abu Bakar, Mr Abdul Aziz bin
Shikh Said, Mr Mohd Hussein bin Abdul Hamid and Mr Peter
Burton became directors, and Sir Terry Heiser, Mr Peter Hill,
Mr George May, Sir Francis McWilliams, Mr Mike Quirke and Mr
Bill Sperry stepped down from the Board. In October, Mr Abdul
Aziz bin Shikh Said was replaced on the Board by his alternate
director, Miss How Wei Thing.

In November, after almost five years as a director, Mr Richard
Wakeling resigned to pursue other business interests. In
December, Sir Christopher Benson resigned as Chairman and was
succeeded by Dr Azman Firdaus bin Shafii. As a result, Mr
Abdul Aziz bin Abu Bakar also resigned to maintain the balance
of the Board.

On 2nd April, 1997, the Group announced the appointment of Mr
John Armitt CBE as Chief Executive to succeed Mr Alan Lovell.

Mr Armitt was formerly managing director of Union Railways,
which is responsible for developing the #3 billion Channel
Tunnel Rail Link between the Channel Tunnel and London -
currently the largest infrastructure project in the UK. Before
that Mr Armitt spent 26 years with John Laing plc, latterly as
chairman of its Civil Engineering and International Divisions,
where he was responsible for a wide range of major projects in
the UK and overseas.

On 9th April, 1997, Dato' Jaafar bin Dato' Abdul Hamid was
appointed Chairman, and Mr Abdul Rashid bin Abdul Manaff was
appointed a director, succeeding Dr Azman Firdaus bin Shafii
and Miss How Wei Thing respectively, who resigned.

On 4th June, 1997, Mr George Anthony David Dass was appointed
as alternate director to Mr Abdul Rashid bin Abdul Manaff.

Mr Peter Costain decided earlier this year to resign from the
Board on 30th September, 1997.   He has subsequently agreed
that his resignation will take effect from the date of this
document.  He spent 34 years with the Group, including 14
years spent developing the business of Costain Australia, 15
years as Group Chief Executive and the last two years acting
in a part-time non-executive role.

Mr Mohd Hussein bin Abdul Hamid has tendered his resignation
from the Board with effect from the date of this document.

It has been agreed that Mr Peter Burton will chair a
nomination committee of the Board, with the intention of
appointing an additional UK based non-executive director.

Mr David Dass, an alternate director, has agreed to join the
Board with effect from completion of the Open Offer.

Mr Saad Shehata, who has been nominated by Kharafi, and Mr
Basil Vasiliou, who has been nominated by Raymond, will be
appointed directors of the Company with effect from completion
of the Open Offer also announced today.  Mr Shehata is an
Egyptian engineer and Mr Vasiliou is a New York investment
banker and chairman of Vasiliou & Company, Inc.

Mr Mikael Ekdahl, who has been nominated by Skanska and is
secretary to the board and a member of the group management of
Skanska, will be appointed a director of the Company with
effect from completion of the Open Offer.

Disposals

The Group continued its programme to dispose of non-core loss-
making businesses with the sale in August 1996 of its
specialist pipeline operation, Land & Marine Engineering, to
Smit International for an adjusted sum of #10.8 million.

In November, the Group reached a conditional agreement for the
sale of its US Coal business to Rencoal. On 14th March, 1997
the Group completed the sale for a price which, as a result of
the recently concluded settlement referred to above has
realised a cash sum of US$22.8 million (#14.1 million).

On 12th September, 1997, the Group completed the sale of
Spitalfields to Metacorp for #23.1 million (reduced from #23.4
million as a result of receipts by Costain from the
Spitalfields joint venture during the course of 1997). This
sale completed our programme of major UK property disposals.

Strategy

The Board's primary objectives are to return the Group to
profitability, to establish a sound balance sheet and to focus
on the Group's core engineering and construction businesses in
key UK and overseas markets, where it has a long established
reputation and expertise in major civil engineering and
construction projects.

The Board's strategy for restoring the Group to a position of
sustainable profit and growth is built around the Group's
specialist skills in the:

*   civil engineering sector, where it concentrates on
    infrastructure works associated with marine, public
    health, road building, railways, airports, energy and
    defence works;
    
*   building sector, where it concentrates on providing a
    range of construction services, principally in the
    retail, office and industrial buildings sectors; and
    
*   process engineering and contracting sector, where it
    offers a wide range of engineering procurement and
    construction services to the process and energy
    industries.

The Group has six main operating divisions. These are: Costain
South East Asia, where the Group will focus on Hong Kong,
Malaysia and Indonesia; Costain Oil, Gas & Process, where the
Group aims to strengthen its position in the gas processing
sector, particularly in South East Asia and the Middle East;
Costain Southern Africa, where the Group aims to continue to
build on its position as the leading contractor in Zimbabwe
and target other work in the region; Costain Civil Engineering
and Costain Construction, which work mainly in the UK and are
expected by the Directors build upon their current market
positions, whilst adapting their business mix to meet changing
market demands; and Costain Middle East which is concentrating
on higher margin work and, as part of this strategy, has
initiated an overhead reduction programme tailored to a more
selective approach to bidding.

The Group's strategy, based on a focused approach to the
engineering and construction market, will be combined with a
more selective approach to work, concentrating on projects
which offer the prospect of higher margins, including suitable
privately financed projects in the UK and overseas and
partnering and alliancing projects with some key clients.

The Directors believe that the association with Skanska will
enhance the major work opportunities available to the Group.
In particular, the Directors hope that the Skanska Memorandum
of Understanding will enable the Group to bid jointly with
Skanska for projects which would not otherwise have been open
to the Group in the period following the Open Offer during
which the Group aims to rebuild client confidence in its
financial stability.

Current Trading and Prospects

The Group's current trading position has been adversely
affected by the longer than anticipated suspension of the
Company's share listing on the London Stock Exchange.

The Group's future work in hand stood at #490 million at the
end of June 1997 compared to #636 million at the same time
last year. The continuing uncertainty has led to a steady fall
in orders, which will result in a reduced workload for the
remainder of the year and in 1998, and prevented the Group
from benefiting from the upturn in the UK construction
industry.

In the UK, Costain Construction's current work in the building
sector includes four major projects totalling more than #100
million - three of which are for financial institutions in the
City of London and one, together with Skanska, for a private
prison in Bridgend, which is due to be completed ahead of
programme.

Costain Civil Engineering is on schedule to complete the #74
million Newbury by-pass next year. It is also making progress
on the complex project to widen and strengthen the M5
Avonmouth bridge and on the joint venture projects to build
the Cardiff Bay Barrage and the London Bridge section of the
Jubilee Line Extension. The Group has forged a range of new
partnering and alliance arrangements. Clients with whom the
Group has agreed such relationships include Thames Water,
Welsh Water, Newport County Borough Council, Gwent Consultancy
and BAA.

In South East Asia, the Tsing Ma suspension bridge, for which
Costain was a major joint venture contractor, was officially
opened in April and Costain continues to play a major role in
the construction of the Chek Lap Kok international airport.
The Group is continuing to pursue a number of major
opportunities in the region. However, the Group has
experienced a delay in receipt of monies to which it believes
it is entitled under certain contracts in South East Asia. In
Malaysia, the Group continues to target several major projects
with Intria.

Since the year-end, Costain Oil, Gas & Process has completed
its joint-venture project with Costain South East Asia for the
design and construction of the large sludge treatment plant at
Stonecutters Island in Hong Kong, and in the Middle East has
completed a maintenance shutdown at Das Island and recently
has been awarded a further phase of maintenance shutdown
contracts there. It has also embarked on its third joint-
venture project with Kharafi in Kuwait. Disappointingly, the
business suffered a loss overall in 1996 due to one difficult
contract.

In Costain Middle East, a large defence project in Saudi
Arabia has progressed. The problem contracts referred to in
the December Circular are now either completed or nearing
completion. In Southern Africa, Costain (Africa) Limited has
recently merged its contracting activities with those of Fmi
Holdings (Private) Limited, an indigenous Zimbabwean company,
to form Fmi-Costain (Private) Limited, now the largest
indigenous contractor in Zimbabwe, in which Costain has a 49
per cent. shareholding. The Directors believe that this is
likely to lead to a wider range of work opportunities in the
country.  Costain is also pursuing opportunities elsewhere in
Southern Africa, including some with Intria and Kharafi.

However, there is a need to rebuild client confidence in the
Group's financial stability following the relisting of the
Company's shares, and 1997 is proving to be another
particularly difficult and challenging year. This is reflected
in the unaudited interim results. The benefits which the
Directors expect from the restructuring also announced today
are not expected to have an impact on the Group's 1997 trading
results.

The financial information set out below does not constitute
the Group's statutory accounts for the year ended 31st
December, 1996. The financial information for 1995 is derived
from the statutory accounts for 31st December, 1995 which have
been delivered to the registrar of companies. The auditors
have reported on the 1995 accounts; their report was
unqualified and did not contain a statement under Section
237(2) or (3) of the Companies Act 1985. The Directors expect
that, conditionally upon completion of the Open Offer, the
statutory accounts for 1996 will be finalised on the basis of
the financial information presented by the Directors in this
preliminary announcement and will be delivered to the
registrar of companies.

To ensure comparability with the financial year ended 31st
December, 1996 some prior period items in the profit and loss
account have been reclassified where operations have become
discontinued in the period under review.

CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31st December

                                                 1995     
                          1996                   (re-     
                          Excep-                 stated)  
                  Before  tional          Before Excep-   
                   Excep- items            Excep-tional   
                  tional  (note    Total  tional items    Total
                          4)       #m            (note 4)  
                   items  #m               items          #m
                   #m                      #m    #m
             Notes
Turnover                                                  
Continuing                                                
                   567.2  ---      567.2   576.8 ---      576.8
operations         
Discontinued       177.3  ---      177.3   265.6 ---      265.6
operations
                   _____  ______   _____   _____ ______   _____
             2     744.5  ---      744.5   842.4 ---      842.4
                   =====  =====    ====    ====  ====     =====

Operating                                                 
results from
continuing
operations
Engineering                                               
&                  (20.3) ---      (20.3)  (29.0)---      (29.0)
Construction

Residential                                               
  &                                                       
Commercial         (2.4)  ---      (2.4)   (2.2) (7.0)    (9.2)
  Property                                                
                   ____   ____     ____    ____  ____     ___
                  (22.7)  ---     (22.7)  (31.2) (7.0)   (38.2)

Inter-                                                    
company            (2.4)  ---      (2.4)   (3.3)  ---     (3.3)
  interest                                                
                   ____   ____     ____    ____  ____     ___
Operating                                                 
  loss
  from
Group
  under-takings
Continuing                                                
operations        (25.1)  ---      (25.1) (34.5) (7.0)   (41.5)

Discontinued      (14.7)  ---      (14.7)  ---  (34.3)   (34.3)
operations

Share of                                                  
associated
  under-
  takings
  pre tax
  results
Continuing                                                
operations         (1.8)  (10.6)   (12.4)  (2.6) (38.0)   (40.6)

Discontinued       (0.3)   ---      (0.3)  (0.6)  ---      (0.6)
operations
Operating                                                 
  loss

Continuing                                                
operations        (26.9)  (10.6)   (37.5) (37.1) (45.0)   (82.1)

Discontinued      (15.0)  ---      (15.0)  (0.6) (34.3)   (34.9)
operations
                   ____   ____     ____    ____  ____     ___
             3    (41.9)  (10.6)   (52.5) (37.7) (79.3)  (117.0)

Profit/(loss)
  on sale of
  fixed
  assets
Continuing                                                
operations          1.2     1.7      2.9   (0.1)  ---      (0.1)

Discontinued               (0.3)    (0.3)   ---   (8.0)    (8.0)
                                                        
operations
Provision                                                 
for future          ---    (3.1)    (3.1)   ---   (6.1)    (6.1)
  sales of                                                
businesses
                  
Loss on                                                   
  ordinary                                                
activities                                                
  before          (40.7)  (12.3)   (53.0) (37.8) (93.4)  (131.2)
  interest       
                   =====  =====            ===== =====    
Net interest                                                  
  payable                          (9.3)                  (11.4)
and similar
  charges
                                   ____                   ___
Loss on                                                   
  ordinary                                                
activities                                                
  before                           (62.3)                (142.6)
  taxation                                                
Taxation                           (0.2)                   (0.5)
                                    ____                    ___
Loss on                                                   
  ordinary                                                
activities                                                
  after                            (62.5)                 (143.1)
  taxation                                               

Equity                                                    
  minority                                                
  interest                          (1.1)                   (0.3)
                                     ____                   ___
Loss for                                                  
the financial                      (63.6)                 (143.4)
  year                                                    
                                    =====                  =====
Loss per     5                     (51.7p)                (276.6p)
  share                          

During the year no businesses were acquired and therefore all
continuing and discontinued results arise from existing
operations.


CONSOLIDATED CASH FLOW STATEMENT
Year ended 31st December

                           1996              1995
                           #m       #m       #m       #m
Net cash outflow from                                 
  operating activities              (9.0)             (1.3)
Returns on investments                                
and
  servicing of finance
Interest received          2.9               3.2      
Interest paid            (13.2)            (14.2)   
Dividend paid to                                      
  minority interests       ---              (0.4)
                          ______            ______   
Net cash outflow from                                 
  returns on investments                              
  and servicing                                       
  of finance                        (10.3)            (11.4)
                                    
Taxation                                              
UK corporation tax          ---               1.1      
received
Overseas tax paid          (2.0)             (2.5)    
                           ______            ______   
Tax paid                            (2.0)             (1.4)
Investing activities                                  
Purchases of tangible                                 
  fixed assets             (10.4)            (31.7)
Sales of tangible                                     
  fixed assets              4.2              13.3
Sales of investments        0.4              12.4     
Funding of investments     (2.0)             (1.3)    
Loans to associates        (8.9)            (11.7)   
Sale of businesses         20.9              43.2     
                           ______            ______   
Net cash inflow from                                  
  investing activities               4.2              24.2
                                    _____             _____
Net cash (outflow)/inflow                             
  before financing                 (17.1)             10.1
                                    
Equity financing                                      
Issue of ordinary                                     
  share capital            77.6              ---
Issue costs                (4.6)             ---      
                           ______            ______   
                                    73.0              ---
                                    ____              _____
Net cash inflow                     55.9              10.1
                                    _____             _____
Financing                                             
Net cash inflow was                                   
  represented/(funded)
by:
New loans drawn down                ---               (6.8)
Loan repayments                     50.0              33.1
                                    _____             _____
Net decrease in loans               50.0              26.3
Increase/(decrease) in                                
cash                                 5.9             (16.2)
  and cash equivalents
                                    _____             _____
                                    55.9              10.1
                                    =====             =====

The total inflow from financing was #23.0 million (1995:
outflow #26.3 million).

Notes to the cash flow statement are included in Note 10.


CONSOLIDATED BALANCE SHEET
As at 31st December

                           Notes        1996         1995
                                          #m           #m
Fixed assets                                             
Tangible assets                         75.4         94.0
Investments                             24.0         30.1
                                     _______      _______
                                        99.4        124.1
                                     _______      _______
Current assets                                           
Stocks                                  17.0         34.7
Debtors - pension fund                                   
  prepayment                            50.5         55.5
Debtors - other                        168.0        202.1
Cash at bank, monies                                     
  on deposit and in hand                46.4         58.7
                                     _______      _______
                                       281.9        351.0
                                     _______      _______
Creditors: amounts                                       
falling due within
  one year
Borrowings                              32.9        124.3
Other creditors                        243.1        265.9
                                     _______      _______
                                       276.0        390.2
                                     _______      _______
Net current                                              
(liabilities)/assets
Due within one year                   (53.9)      (108.9)
Due after one year                      59.8         69.7
                                     _______      _______
                                         5.9       (39.2)
                                     _______      _______
Total assets less current                                
  liabilities                          105.3         84.9
Creditors: amounts                                       
  falling due after
  more than one year
Borrowings                              32.9         10.8
Other creditors                         32.0         34.4
                                     _______      _______
                                        64.9         45.2
                                     _______      _______
Provisions for                                           
  liabilities and charges  6            56.4         70.5
                                     _______      _______
Net liabilities                       (16.0)       (30.8)
                                     =======      =======
Share capital and                                        
reserves
Called up ordinary                                       
  share capital                         20.7          5.2
Share premium account                   84.8         27.3
Profit and loss account               (121.8)       (62.4)
                                     _______      _______
Ordinary shareholders'                                   
  funds                               (16.3)       (29.9)
Equity minority interests                0.3        (0.9)
                                     _______      _______
                                      (16.0)       (30.8)
                                     =======      =======

STATEMENT OF TOTAL CONSOLIDATED RECOGNISED GAINS AND LOSSES

                                            1996         1995
                                              #m           #m
                                                             
Loss for the financial year               (63.6)      (143.4)
                                                             
Currency translation differences           (1.0)          0.2
                                          ______       ______
                                          (64.6)      (143.2)
                                          ======       ======


STATEMENT OF CONSOLIDATED HISTORICAL COST PROFITS AND LOSSES

                                             1996       1995
                                               #m         #m
                                                            
Loss on ordinary activities before tax     (62.3)    (142.6)
Realisation of revaluation reserve            ---       22.7
                                          _______    _______
Historical cost loss on ordinary                            
activities before tax                      (62.3)    (119.9)
Taxation                                    (0.2)      (0.5)
Equity minority interest                    (1.1)      (0.3)
                                          _______    _______
Retained loss for the financial year                        
on a historical cost basis                 (63.6)    (120.7)
                                           ======    =======


----------  M O R E   T O   F O L L O W   --------------------

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