Director Shareholding

Costain Group PLC
23 January 2003

                NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



  1.  Name of company                                   2.    Name of director

      COSTAIN GROUP PLC                                       CHARLES JOSEPH McCOLE


  3.  Please state whether notification indicates that  4.    Name of the registered holder(s) and, if more than
      it is in respect of holding of the shareholder          one holder, the number of shares held by each of
      named in 2 above or in respect of a                     them (if notified)
      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
      or in respect of an non-beneficial interest             CHARLES JOSEPH McCOLE

      FOR THE BENEFICIAL INTEREST OF THE SHAREHOLDER
      NAMED IN 2 ABOVE


   5. Please state whether notification relates to a    6.    Please state the nature of the transaction.  For
      person(s) connected with the director named in 2        PEP transactions please indicate whether general/
      above and identify the connected person(s)              single co PEP and if discretionary/non
                                                              discretionary/non discretionary

                                                              NOT APPLICABLE
      NOT APPLICABLE

   7. Number of shares/   8.    Percentage of issued    9.    Number of shares/ 10.   Percentage of issued class
      amount of stock           class                         amount of stock
      acquired                                                disposed

                                                              N/A                        N/A
       80,000                      0.023%
                                                      

  11. Class of security   12.   Price per share         13.   Date of           14.   Date company informed
                                                              transaction


      ORDINARY SHARES           25.5p                          22-01-03                    23-01-03

  15. Total holding following this notification 16.     16.   Total percentage holding of issued class following
                                                              this notification

          80,000                                                   0.023%

                      If a director has been granted options by the company please complete the following boxes.

  17. Date of grant                                     18.   Period during which or date on which exercisable

      N/A                                                     N/A

  19. Total amount paid (if any) for grant of the       20.   Description of shares or debentures involved:
      option                                                  class, number

      N/A                                                     N/A

  21. Exercise price (if fixed at time of grant) or     22.   Total number of shares or debentures over which
      indication that price is to be fixed at time of         options held following this notification
      exercise
                                                              N/A
      N/A

  23. Any additional information                        24.   Name of contact and telephone number for queries

                                                              CLIVE L FRANKS        TEL NO.   01628 842575



  25. Name and signature of authorised company official responsible for making this notification



      CLIVE L FRANKS
      COMPANY SECRETARY

       Date of notification      23 January 2003


                      This information is provided by RNS
            The company news service from the London Stock Exchange