Director Shareholding

Cookson Group PLC
30 June 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

COOKSON GROUP PLC

2) Name of director

JOHN SUSSENS


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)

JOHN SUSSENS


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

PURCHASE OF ORDINARY SHARES OF 1 PENCE EACH IN COOKSON GROUP PLC


7) Number of shares/amount of
stock acquired

25,000


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 1 PENCE EACH


12) Price per share

42.5 PENCE PER SHARE


13) Date of transaction

29 JUNE 2004


14) Date company informed

29 JUNE 2004


15) Total holding following this notification

25,000


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

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.................................. 30 JUNE 2004


                      This information is provided by RNS
            The company news service from the London Stock Exchange