Director Shareholding

Cookson Group PLC
27 January 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

COOKSON GROUP PLC

2) Name of director

RAYMOND SHARPE


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)

N/A
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

EXERCISE OF US STOCK PURCHASE PLAN OPTION

7) Number of shares/amount of
stock acquired


11,052


8) Percentage of issued class

<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 1 pence each

12) Price per share

25p

13) Date of transaction

26 January 2004

14) Date company informed

N/A

15) Total holding following this notification

489,759

16) Total percentage holding of issued class following this notification


0.03%

23) Any additional information


OPTION EXERCISED UNDER US STOCK PURCHASE PLAN, (US SAVINGS RELATED OPTION
SCHEME)

24) Name of contact and telephone number for queries

RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC - 020 7061
6565

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

RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC


Date of Notification..................................27 JANUARY 2004


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