Director Shareholding

Cookson Group PLC
04 April 2005

4 April 2005

Directors' Interests

Cookson Group plc



In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the
'Plan') the executive Directors of Cookson Group plc have received an allocation
of Performance Shares under the Plan.  Nick Salmon, Chief Executive, has chosen
to invest a portion of his annual incentive in Company Shares and as a result
has received an allocation of Matching Shares.



Performance Shares were allocated to executive Directors on 4 April 2005, based
upon the mid-market closing price for shares in Cookson Group plc on 1 April
2005, of 39.75 pence.


Director                                            Performance Shares
G C Cozzani                                         851,724
D H Millard                                         906,918
N R Salmon                                          1,166,038



In addition, in accordance with the rules of the Plan, the executive Directors
were invited to invest all or part of their annual incentive in shares in the
Company in return for which they would be granted an award of shares ('Matching
Shares').  Mr Salmon elected to invest part of his 2004 annual incentive in
shares in the Company and, as earlier notified, today purchased 152,780 shares.
As a result Mr Salmon was today allocated 579,645 Matching Shares.



Awards under the Plan will normally vest on or shortly after the third
anniversary of the award date.  The proportion of an award that vests will be
subject to the attainment of certain performance conditions relating to the
performance of the Company over the three financial years to which the award
relates.



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


Director            Existing Performance 2005 allocation of   2005 allocation of  Total Allocation of Total Allocation  
                                                                                                      of
                    Shares allocated     Performance Shares   Matching Shares     Performance Shares  Matching Shares
                    under the Long-Term  under the Long-Term  under the Long-Term
                    Incentive Plan       Incentive Plan       Incentive Plan
G C Cozzani         559,147              851,724              0                   1,410,871           0
D H Millard         579,882              906,918              0                   1,486,800           0
N R Salmon          401,022              1,166,038            579,645             1,567,060           579,645




Director                  Current Shareholdings     Current Share Option      Deferred Shares allocated
                                                    Holdings                  under the 2001-2003
                                                                              Mid-Term Incentive Plan
G C Cozzani               158,028                   3,257,421                 151,338
D H Millard               399,999                   3,621,598                 149,322
N R Salmon                152,780                   0                         0







Cookson Group plc

265 Strand

London WC2R 1DB

Tel: [phone]

Fax: [phone]

Web: www.cooksongroup.co.uk




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