Holding in Company

Costain Group PLC
3 January 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     COSTAIN GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     LLOYDS TSB GROUP 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

     THIS NOTIFICATION IS IN RESPECT OF A NON-BENEFICIAL INTEREST.

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     RANELAGH NOMINEES LTD                           10,647,000
     LLOYDS BANK (PEP NOMINEES) LTD                      24,373
     PERRY NOMINEES LTD                                   2,386
     WARD NOMINEES LTD                                      316

5)   Number of shares/amount of stock acquired.

     -

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     53,573

8)   (0.015%) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

     29.12.00

11)  Date company informed

     02.01.01

12)  Total holding following this notification

     10,674,075
               
13)  Total percentage holding of issued class following this notification

     3.16%

14)  Any additional information

     NONE

15)  Name of contact and telephone number for queries

     CLIVE L. FRANKS        01628 842575

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

     Date of Notification ......03.01.01..................