Holding in Company

Costain Group PLC
3 April 2001



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

COSTAIN GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

THE ROYAL BANK OF SCOTLAND 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

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.

(I)   CNW NOMINEES LTD                       12,720,273 SHARES
(II)  BNY GIL CLIENT A/C NOMINEES LTD           205,445 SHARES
(III) GLENCAIRN NOMINEES LTD                        750 SHARES
(IV)  EXORS OR MR T BEULEY-HARAN DEC'D               81 SHARES


5)   Number of shares/amount of stock acquired.

N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

81

8)   (0.00024%) of issued Class

9)   Class of security

ORDINARY SHARES

10)  Date of transaction

23.03.01

11)  Date company informed

30.03.01

12)  Total holding following this notification

12,926,468
               
              
13)  Total percentage holding of issued class following this notification

3.83%

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 .....03.04.01