Director Shareholding(s)

Cookson Group PLC
1 February 2001


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

COOKSON GROUP PLC

2)  NAME OF DIRECTOR

RAY 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 an non-beneficial interest

AS 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)

NATIONAL CITY NOMINEES

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

N/A

7)  Number of shares/amount of
    stock acquired

2,441

8)   ( N/A% )
    of issued Class

MINIMAL

9)  Number of shares/amount
    of stock disposed

NIL

10)  ( N/A %)
    of issued Class

N/A

11) Class of security

ORDINARY SHARES OF 50P EACH

12) Price per share

130.5 PENCE

13) Date of transaction

4 JANUARY 1999

14) Date company informed

4 JANUARY 1999

15) Total holding following this notification

144,434

16) Total percentage holding of issued class following this notification

MINIMAL

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

N/A

18) Period during which or date on which exercisable

N/A

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

N/A

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

N/A

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

N/A

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

N/A

23) Any additional information



24) Name of contact and telephone number for queries

JULIA BAGGULEY  020 7766 4537

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

   Date of Notification  1 FEBRUARY 2001