Director Shareholding

Cookson Group PLC
10 May 2004


10 May 2004

Directors' Shareholdings

Cookson Group plc

In accordance with the rules of the Cookson Mid-Term Incentive Scheme the
following Executive Directors of Cookson Group plc have received an allocation
of deferred shares under the 2001-2003 Mid-Term Incentive Plan (the 'Plan').
Details of these awards and the financial performance achieved were included in
the Company's 2003 Annual Report.

The following deferred shares were allocated to Executive Directors on Friday 7
May 2004, based upon the mid-market closing price for shares in Cookson Group
plc on 6 May 2004, of 44 pence.


Director                                             Deferred Shares
S L Howard                                           304,422
D H Millard                                          149,322
R P Sharpe                                           167,807
G C Cozzani                                          151,338

These deferred shares will vest on or shortly after 31 December 2005 subject to
each individual's continued employment. Early release provisions also apply in
certain circumstances, e.g. retirement.

A summary of the terms of the Mid-Term Incentive Scheme is included in the 2003
Annual Report. Each of the participants in the Plan was eligible to receive a
bonus paid partly in cash and partly in deferred shares, based upon the
achievement of cumulative profit and cashflow targets over the three-year period
starting on 1 January 2001. Awards for the Executive Directors were based on
Group performance.

As a result of these allocations of deferred shares, the revised share and
option interests of the respective Directors in the shares of Cookson Group plc
are as follows:-

Director          Deferred Shares     Existing Shareholdings     Existing Share 
                                                                 Options
S L Howard        304,422             713,976                    7,814,881
D H Millard       149,322             399,999                    3,621,598
R P Sharpe        167,807             489,759                    4,659,507
G C Cozzani       151,338             158,028                    3,338,758


Cookson Group plc

265 Strand
London WC2R 1DB

Tel:      [phone]
Fax:     [phone]
Web:   www.cooksongroup.co.uk


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