Holding in Company

Cookson Group PLC
6 December 2001

                                 SCHEDULE 10

                  NOTIFICATION OF MAJOR INTERESTS IN SHARES

1) Name of company

COOKSON GROUP PLC

2) Name of shareholder having a major interest

FRANKLIN RESOURCES, INC.

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

AS ABOVE

4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them

BANKERS TRUST COMPANY (220,981 SHARES)
BANK OF NEW YORK NOMINEES (41,390 SHARES)
CHASE NOMINEES LIMITED (79,132,156 SHARES)
CITIBANK (70,000 SHARES)
CLYDESDALE BANK (2,666,800 SHARES)
DEUTSCHE BANK AG (55,170 SHARES)
MERRILL LYNCH (2,296,001 SHARES)
ROYAL TRUST CORP OF CANADA (9,241,314 SHARES)
STATE STREET (1,079,201 SHARES)

5) Number of shares/amount of stock acquired

307,882 SHARES


6) Percentage of issued class

0.04%

7) Number of shares/amount of stock disposed

N/A


8) Percentage of issued class

N/A


9) Class of security

ORDINARY SHARES OF 50 PENCE EACH

10) Date of transaction

6 DECEMBER 2001

11) Date company informed

6 DECEMBER 2001

12) Total holding following this notification

94,803,013 SHARES

13) Total percentage holding of issued class following this notification

13.03%

14) Any additional information

N/A


15) Name of contact and telephone number for queries

BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC - TEL: [phone]


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



BEN MATHEWS, DEPUTY SECRETARY, COOKSON GROUP PLC



Date of notification 6 DECEMBER 2001