Director/PDMR Shareholding

Cookson Group PLC
17 October 2006

THE FOLLOWING ANNOUNCEMENT REPLACES THE ANNOUNCEMENT RELEASED AT 15.15 ON 17
OCTOBER 2006 IN WHICH THE SHAREHOLDING OF MICHAEL GUY BUTTERWORTH, DIRECTOR, WAS
UNDERSTATED BY 1,964 SHARES. HIS CURRENT HOLDING IS 20,447 SHARES.

                                  SCHEDULE 11

     NOTIFICATION OF INTERESTS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
                    RESPONSIBILITY AND/OR CONNECTED PERSONS

1) Name of the issuer

COOKSON GROUP PLC

2) State whether the notification related to:

i. a transaction notified in accordance with DR 3.1.4R(1)(a); or with

ii. DR 3.1.4 (R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

iii. Both (i) and (ii)

III

3) Name of person discharging managerial responsibilities/director

MICHAEL GUY BUTTERWORTH

4) State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

IN RESPECT OF DIRECTOR NAMED IN (3) ABOVE, MICHAEL GUY BUTTERWORTH

5) Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

IN RESPECT OF DIRECTOR NAMED IN (3) ABOVE, MICHAEL GUY BUTTERWORTH

6) Description of shares (including class), debentures or derivatives or
financial instrument relating to shares

ORDINARY 10p SHARES

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

MICHAEL GUY BUTTERWORTH

8) State the nature of the transaction

RE-INVESTMENT OF DIVIDEND (PARTICIPATION IN DRIP)

9)    Number of shares, debentures or financial instruments relating to shares
acquired

92 SHARES

10)Percentage of issued class acquired

0.0000476%

11)Number of shares, debentures or financial instruments relating to shares
disposed

N/A

12)Percentage of issued class disposed

N/A

13)Price per share or value of transaction

600p PER SHARE

14)Date and place of transaction

16 OCTOBER 2006, LONDON

15)Total holding following notification and total percentage holding following
notification

20,447 SHARES, 0.0106%

16)Date issuer informed of transaction

17 OCTOBER 2006

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17)      Date of grant



18)      Period during which or date on which it can be exercised



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



20)      Description of shares or debentures involved (class and number)



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



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



23)      Any additional information



24)      Name of contact and telephone number for queries

Silvana Glibota-Vigo, Company Secretarial Assistant, 020 7822 0065

Name of duly authorised officer/official of issuer responsible for making
notification

Silvana Glibota-Vigo, Company Secretarial Assistant

Date of notification

17 OCTOBER 2006

END


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