RNS No 0471e
COSTAIN GROUP PLC
10th October 1997



                        PART TWO

NOTES TO THE ACCOUNTS

1    Accounting policies

Basis of preparation

The Directors expect that the audited accounts will be
finalised when the subscription monies under the Open Offer
have been received.  These will be based on the above
financial information, adjusted to the extent that any events
occur in the period from 8th October, 1997 to the date that
the accounts are finalised which provide additional evidence
relating to conditions existing at the balance sheet date.
Such events would include material changes in the financial
position of contracts which were in progress at the balance
sheet date and in the provisions required for losses on sale
of businesses or assets.  There has been no change in
accounting policies from those adopted in the accounts for the
year ended 31st December, 1995.

2    Turnover

                                          1996           1995
                                            #m             #m
Group undertakings                       774.4          878.1
Inter-company transactions              (29.9)         (35.7)
                                       _______         ______
                                         744.5          842.4
Associated undertakings                                      
  (Group share)                            5.5           13.2
                                       _______         ______
                                         750.0          855.6
                                        ======         ======

3    Business and geographical segment information
     Business segment information

            Turnover         Operating loss   Net assets
                                              
            1996    1995     1996    1995     1996  1995
                    (re-             (re-           (re-
                    stated)          stated)        stated)
                                                    
            #m      #m       #m      #m       #m    #m
Continuing                                                 
activities
Engineering                                                
&                                                          
  Con-        540.5   563.6   (20.3)  (29.0)   36.9    40.5
  struction
US Mining       ---     ---      ---     ---  (15.9)  (26.7)
                                                  
Residential                                                
&                                                          
               26.7    13.2    (2.4)   (9.2)    4.3    10.4
Commercial
  Property
              _____  ______   ______  ______  _____   _____
              567.2   576.8   (22.7)  (38.2)   25.3    24.2
Inter-                                                     
company                                                    
  interest                     (2.4)   (3.3)  (66.4)  (60.9)
  and                                             
loans*
                              ______  ______  _____   _____
Operating                                                  
  loss and                                                 
  net                                                      
assets                                                     
  of Group                                                 
  under-                      (25.1)  (41.5)  (41.1)  (36.7)
  takings                                         
Discontinued
activities
Engineering                                                
&                                                          
  Con-         14.2    70.8    (3.5)   (1.5)    0.6    15.0
  struction

US Mining     163.1   194.8   (11.2)  (32.8)   20.4    37.9
Associated                                                 
  under-
  takings
Continuing                                                 
operations
Engineering                                                
&                                                          
  Con-          3.4    11.8    (0.1)   (0.8)    2.1   (1.3)
  struction

Property        0.7     0.9   (12.3)  (39.8)   21.4    30.7
Discontinued
operations
Engineering                                                
&                                                          
  Con-          1.4     0.5    (0.3)   (0.6)    ---     ---
  struction
              _____  ______   ______  ______  _____   _____
              750.0   855.6   (52.5) (117.0)    3.4    45.6
              =====   =====                   =====  ======
Loss on                                                    
sale                                        
  of fixed                     (0.5)  (14.2)
  assets
Net                                                        
interest                                    
  payable                                   
  and                          (9.3)  (11.4)
similar
  charges
                              ______  ______               
Loss on                                                    
  ordinary                                  
                                            
activities                                  
  before                      (62.3) (142.6)
  taxation
                              ======  ======               

Geographical segment information

                Turnover       Operating     Net assets
                by origin      loss          by origin
                               by origin     
                               
                  1996    1995  1996    1995   1996    1995
                          (re-          (re-           (re-
                    #m  stated)   #m  stated)    #m  stated)
                            #m            #m             #m
Continuing                                                 
activities
United Kingdom   349.3   445.5 (11.0)  (12.2)   38.2    41.4
                                   
United States     25.8    11.4  (1.3)  (6.5) (12.7)  (21.8)
Rest of the      192.1   119.9 (10.4) (19.5)  (0.2)    4.6
world                              
                 _____   _____ _____   _____  _____   _____
                 567.2   576.8 (22.7)  (38.2)   25.3    24.2
                                   
Inter-company                                              
  interest and                                             
  loans*                       (2.4)   (3.3) (66.4)  (60.9)
                               _____   _____  _____   _____
Operating loss                                             
  and net                                                  
assets                                                     
  of Group                    (25.1)  (41.5) (41.1)  (36.7)
  undertakings                     
Discontinued                                               
  activities
United Kingdom     7.7    54.9 (3.9)   (1.5)    ---    13.0
United States    165.8   202.7 (9.5)  (31.2)   20.4    39.5
Rest of the        3.8     8.0 (1.3)   (1.6)    0.6     0.4
world
Associated                                                 
  undertakings
Continuing                                                 
operations
United Kingdom     0.8     6.7 (10.7)  (32.0)   21.5    26.6
                                   
Rest of the        3.3     6.0  (1.7)   (8.6)    2.0     2.8
world
Discontinued                                               
  operations
Rest of the        1.4     0.5 (0.3)   (0.6)    ---     ---
world
                 _____   _____ _____   _____  _____   _____
                 750.0   855.6 (52.5) (117.0)    3.4    45.6
                 =====   ===== =====   =====  =====   =====

Turnover by destination is not materially different from
turnover by origin.

*    The inter-company interest represents interest earned by
     Engineering & Construction on funds lent to the other
     divisions.

Net assets are represented by ordinary shareholders' funds,
minority interests and net borrowings.

Discontinued activities comprise the UK pre-cast concrete
business, the Land & Marine engineering business and the US
mining business.

4    Exceptional items

                                          1996        1995
                                            #m          #m
Write down of US Mining to reflect                        
a permanent diminution in its
value:
     Fixed assets                          ---        20.0
     Provisions                            ---         8.0
Other operating provisions against                        
  US Mining                                ---         6.3
Provisions against US property             ---         7.0
Provisions against associated                             
undertakings:
     Alcaidesa                             ---         6.0
     Spitalfields                         10.6        32.0
(Profit)/loss on sale of fixed                            
assets                                                    
  (including #5.2 million goodwill       (1.4)         8.0
  written off (1995: #7.0
million))
Provision for future loss on sale                         
of                                                        
  businesses (1995: including #6.1         3.1         6.1
  million goodwill written off)
                                       _______     _______
                                          12.3        93.4
                                       =======     =======

5    Loss per share

The calculation of loss per share is based on losses of #63.6
million (1995: #143.4 million) and 123,093,324 ordinary shares
(1995: 51,784,088) being the weighted average number of
ordinary shares in issue during the year after taking the
capital reduction into account.


6    Provisions for liabilities and charges

                              At    Movement   At end of
                       beginning     in year        year
                         of year          #m          #m
                              #m
TML                         15.0         ---        15.0
US mining -                                             
reclamation                 27.6      (11.1)        16.5
  and other
provisions
Deferred taxation            6.6       (0.7)         5.9
Engineering &                                           
  Construction              12.8        0.5         13.3
provisions
Other provisions             8.5       (2.8)         5.7
                          ______      ______      ______
                            70.5      (14.1)        56.4
                          ======      ======      ======

The elements of deferred taxation are as follows:

                                        1996          1995
                                          #m            #m
Pension fund prepayment                16.7          18.3
Accelerated capital allowances          0.4           0.4
Other timing differences               (4.1)         (3.1)
Advance corporation tax                                   
  recoverable                          (7.1)         (9.0)
                                      ______        ______
                                        5.9           6.6
                                      ======        ======

The full potential deferred taxation liability is not
significantly different from the amount provided in the
balance sheet.

7    Reconciliation of movements in shareholders' funds

                                         1996         1995
                                           #m           #m
Loss for the financial year            (63.6)       (143.4)
Other recognised gains and              (1.0)          0.2
losses in the year
Goodwill written back                     5.2         13.1
Issue of share capital                   73.0          ---
                                       ______       ______
Net increase/(deduction) from                             
  shareholders' funds                    13.6       (130.1)
Opening shareholders' funds             (29.9)       100.2
                                       ______       ______
Closing shareholders' funds            (16.3)       (29.9)
                                       ======       ======

8    Contingent liabilities

                                         1996         1995
                                           #m           #m
                                                          
Under guarantees of bank                                  
  overdrafts, mortgages and
  loans to associated                                     
  undertakings                            6.7          7.8

Certain subsidiary undertakings have entered into cross
guarantees for loans and overdraft facilities made available
to the Group and certain associated undertakings. These
liabilities amount to #72.8 million (1995: #26.2 million) and
$70.0 million (1995: $169.8 million) and are included or
disclosed in the Group accounts.

There are also contingent liabilities in respect of:
--  Creditors of joint ventures which are less than the book
    value of their assets.
--  Performance bonds and other undertakings entered into in
    the ordinary course of business.

No security has been given in respect of any guarantee given
by the Group.

The Group has a 10 per cent. interest in Transmanche-Link
("TML"), the joint venture which was contracted for the
construction of the Channel Tunnel. In late 1995, TML's
client, The Channel Tunnel Group Limited and France Manche
S.A. ("Eurotunnel") made claims of approximately #1 billion
against TML in relation to the procurement of rolling stock.
TML, having obtained external legal advice, considers that the
amounts claimed include substantial consequential losses which
management believes are specifically excluded under the terms
of the contract and that it has no liability in respect of the
matters raised. The contracts in respect of which these claims
were made referred disputes in the first instance to a panel
of three experts. The decision of this panel in relation to
these claims was delivered on 30th April, 1997. This decision
confirmed that TML has no liability for consequential losses
and did not require any payment to be made by TML even taking
account of certain limited issues where the Panel did
recognise that Eurotunnel had a right to recover damages.
Eurotunnel has a continuing right to refer to arbitration the
dispute which was submitted to the Panel. TML continues to
believe, taking into account the legal advice it has received,
that it has no liability in respect of the matters raised.

9    Other financial commitments

                                     1996             1995
                             Land   Other     Land   Other
                              and  operat-      and operat-
                           build-     ing   build-     ing
                             ings  leases     ings  leases
                               #m      #m       #m      #m
Annual commitments under                                  
  non-cancellable
operating
  leases comprise:
-- within one year            0.2     0.8      ---     0.8
-- between one and two        0.2     1.3      ---     2.0
years
-- between two and five       0.1     7.6      0.3     8.2
   years
-- after five years           3.5     1.0      2.9     0.8
                            _____   _____    _____   _____
                              4.0    10.7      3.2    11.8
                            =====   =====    =====   =====

The Group is also committed to a further #3.2 million (1995:
#5.5 million) being the Group's share of the lease premium
payable to the City of London on the Spitalfields development.

10   Notes to the cash flow statement

Reconciliation of operating profit to net cash outflow from
operating activities

                                          1996        1995
                                            #m          #m
Operating loss                          (52.5)     (117.0)
Depreciation                              15.8        56.7
Amounts written off investments           13.9        42.0
Associated undertakings                    1.3         3.2
Decrease in stocks                        15.6         6.5
Decrease in debtors                       21.5        31.1
Decrease in creditors                     (9.8)      (43.3)
(Decrease)/increase in provisions        (14.8)       19.5
                                         _____       _____
Net cash outflow from                                     
  operating activities                   (9.0)       (1.3)
                                         =====       =====

Analysis of changes in cash and cash equivalents

                            Cash   Overdraft         Net
                              #m          #m          #m
At 1st January, 1995        63.0       (9.0)        54.0
Net cash outflow           (3.7)      (12.5)      (16.2)
Effect of exchange                                      
  rate fluctuations        (0.6)         ---       (0.6)
                         _______     _______     _______
                                                        
At 1st January, 1996        58.7      (21.5)        37.2
Net cash                                                
inflow/(outflow)          (10.6)        16.5         5.9
Effect of exchange                                      
  rate fluctuations        (1.7)         ---       (1.7)
                         _______     _______     _______
At 31st December,           46.4       (5.0)        41.4
1996
                         =======     =======     =======

Analysis of changes in financing during the year

                                         Share   Loans and
                                       capital     finance
                                    (including       lease
                                      premium)  obligations
                                            #m        #m   
                                                        
At 1st January, 1995                     270.5       150.9
Capital reduction                      (238.0)         ---
Effect of exchange rate                    ---         0.1
fluctuations
Sale of subsidiary undertakings            ---      (11.1)
Cash outflows from financing               ---      (26.3)
                                        ______      ______
At 1st January, 1996                      32.5       113.6
Issue of ordinary shares                  73.0         ---
Effect of exchange rate                    ---       (2.8)
fluctuations
Cash outflow from financing                ---      (50.0)
                                        ______      ______
At 31st December, 1996                   105.5        60.8
                                         =====       =====

Sales of businesses

Net assets disposed of                                  #m
Fixed assets                                          1.9
Stocks                                                0.2
Debtors                                              13.2
Creditors                                            (0.8)
Provisions                                           (0.2)
                                                     _____
                                                      14.3
Profit on disposals                                    1.4
Goodwill written back                                  5.2
                                                     _____
Cash received (net of expenses)                       20.9
                                                     =====

END

FR NFKEEFLFXFFN


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