Director Shareholding

Cookson Group PLC
4 June 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

COOKSON GROUP PLC

2) Name of director

RICHARD HAYTHORNTHWAITE


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 or in respect of a
non-beneficial interest

DIRECTOR 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 (if notified)

DIRECTOR NAMED IN 2 ABOVE


5) Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s)

N/A

6) Please state the nature of the transaction. For PEP transactions
please indicate whether general/single co PEP and if discretionary/non
discretionary

ACQUISITION OF ORDINARY SHARES OF 50 PENCE EACH IN COOKSON GROUP PLC UNDER A
MANDATED INSTRUCTION FOR THE COMPANY'S DIVIDEND REINVESTMENT PLAN FOLLOWING
PAYMENT OF THE 2000 FINAL DIVIDEND OF 5.5 PENCE PER ORDINARY SHARE.


7) Number of shares/amount of
stock acquired

344


8) Percentage of issued class

LESS THAN 0.01%


9) Number of shares/amount
of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

ORDINARY SHARES OF 50 PENCE EACH


12) Price per share

172.09 PENCE PER SHARE


13) Date of transaction

1 JUNE 2001


14) Date company informed

1 JUNE 2001


15) Total holding following this notification

11,219


16) Total percentage holding of issued class following this notification

LESS THAN 0.01%


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


19) Total amount paid (if any) for grant of the option


20) Description of shares or debentures involved: class, number


21) Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise


22) Total number of shares or debentures over which options held
following this notification



23) Any additional information



24) Name of contact and telephone number for queries

BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC - 020 7766 4537

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

BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC


Date of Notification..................................4 JUNE 2001