Costain Group PLC - Hldg by Nat. Westminster Bank

RNS No 8783q
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.

3,591

6)  (0.0017%)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

29 APRIL 1998

11) Date company informed

1 MAY 1998

12) Total holding following this notification

297,000,700

13) Total percentage holding of issued class following this notification

88%

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
0171 705 8525

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

C L FRANKS - SECRETARY

    Date of Notification...1 MAY 1998...........




LETTER TO:     COMPANY ANNOUNCEMENTS OFFICE

PART VI OF THE COMPANIES ACT 1985 (THE 'ACT')

This letter constitutes notification 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
below 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
297,000,700 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 this letter.

Of the interest shown 75,741 shares are not material interests under Section 199
of the Act.

LETTER FROM:  NATWEST GROUP
          


                              COSTAIN GROUP PLC
            SCHEDULE OF SHAREHOLDINGS OF THE PARTICIPATING BANKS

Name of registered holder     Number of    Number of such     Number of
                              Shares       Shares in which    such Shares in
                                           the interest       which the interest
                                           arises by virtue   is 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 Nominees Designated         323,830      323,830          NIL
Account 1030

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

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

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

Bank of America International   
Ltd                             463,450          NIL                NIL

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

Bank of America NT & SA       
(Special Assets Group)        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

Finserve Nominees Ltd             7,991          NIL                NIL

MGA Nominees Ltd                 49,045          NIL                NIL

NatWest FIS Nominees Ltd          2,774          NIL                NIL

CNW Nominees Ltd             12,720,273   11,556,292                NIL

Natwest PEP Nominees Ltd             15          NIL                NIL

Standard Chartered Nominees   
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

                    TOTAL   297,000,700  113,638,487         77,496,427


END

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