Costain Group PLC - Holding by Nat.Westminster Bk

RNS No 1042b
COSTAIN GROUP PLC


                    DEALINGS BY SUBSTANTIAL SHAREHOLDERS

1)  NAME OF COMPANY

COSTAIN GROUP PLC

2)  NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

NATIONAL WESTMINSTER BANK 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.

FINSERVE NOMINEES LIMITED

5)  Number of shares/amount of stock acquired.

4,400

6)  ( 0.0013%) of issued Class

7)  Number of shares/amount of stock disposed

N/A

8)  ( N/A %) of issued Class

9)  Class of security

ORDINARY SHARES 

10) Date of transaction

5 MARCH 1998

11) Date company informed

6 MARCH 1998

12) Total holding following this notification

296,948,064

13) Total percentage holding of issued class following this notification

88%

14) Any additional information

THE FIGURE IN BOX 12 INCLUDES 72,307,621 SHARES WHICH ARE COUNTED TWICE BY 
VIRTUE OF ONE PARTY TO A SECTION 204 AGREEMENT HOLDIGN OPTIONS TO PURCHASE
SHARES HELD BY OTHER PARTIES TO THAT AGREEMENT.

15) Name of contact and telephone number for queries

C L FRANKS     0171 705 8525

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

    Date of Notification......9 MARCH 1998...............


LETTER TO:    COSTAIN GROUP 

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
attached 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
296,948,064 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 attached to this letter.

Of the interest shown 23,105 shares are not material interests under Section 199
of the Act.

FROM:      J C MELSON 
           HEAD OF SHARE DISCLOSURE
           NATIONAL WESTMINSTER BANK

                              SCHEDULE
Schedule of shareholdings of the Participating 
Banks

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

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

Bankers Trust Company          413,085            413,085           Nil

KAS Noms Designated            323,830            323,830           Nil
 Account 1030

Banco Santander SA           1,325,468          1,325,468        1,325,468

Chase Noms Ltd A/C SO 2196   2,334,974          2,334,974        2,334,974

Cargill Financial Markets    1,006,297          1,006,297        1,006,297
 Plc

Bank of America                463,450             Nil              Nil
 International Ltd

Bank of America NT & SA      6,951,470          6,951,470           Nil
(Loan Trading Group)

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

Citibank International Plc   1,165,331          1,044,333          522,167

Ranelagh Noms Ltd           10,647,000          9,734,704           Nil 

Lloyds Bank (PEP Noms) Ltd      12,483             Nil              Nil

Lloyds Private Banking             948             Nil              Nil
 (Isle of Man) LTd

Fielding Noms Ltd                2,500             Nil              Nil

Finserve Noms Ltd                4,400             Nil              Nil

NatWest FIS Noms Ltd             2,774             Nil              Nil

County NatWest Noms Ltd     12,720,273         11,556,292           Nil

NatWest PEP Noms Ltd                15             Nil              Nil

STANDARD CHARTERED NOMINEES
LTD 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                     296,948,064        113,638,487       77,496,427


END

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