Holding in Company

Costain Group PLC
7 February 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     COSTAIN GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     BANK OF AMERICA

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

     IT IS IN RESPECT OF A HOLDING OF THE SHAREHOLDER NAMED IN 2) ABOVE

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

     BANK OF AMERICA NA
     (LOAN TRADING GROUP)              2301470

     BANK OF AMERICA NA
     (BLYDENSTEIN NOMINEES LIMITED)    5332542

5)   Number of shares/amount of stock acquired.

     N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     250000

8)   (0.074%) of issued Class

9)   Class of security

     ORDINARY SHARES

10)  Date of transaction

     26.01.01

11)  Date company informed

     02.02.01

12)  Total holding following this notification

     7634012
               
              
13)  Total percentage holding of issued class following this notification

     2.26%

14)  Any additional information

     NONE

15)  Name of contact and telephone number for queries

     CLIVE L FRANKS: [phone]

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

     Date of Notification: 07.02.01