Director Shareholding

Cookson Group PLC
24 June 2004

24 June 2004
Directors' Shareholdings
Cookson Group plc

In accordance with the rules of the Cookson Group Long-Term Incentive Plan 2004
(the 'Plan') the following Executive Directors of Cookson Group plc have
received an allocation of Performance Shares under the Plan.  The Plan was
approved at the Company's AGM held on 14 May 2004.

The following Performance Shares were allocated to Executive Directors on 24
June 2004, based upon the mid-market closing price for shares in Cookson Group
plc on 23 June 2004, of 42.25 pence.

Director                                             Performance Shares

G C Cozzani                                          559,147
S L Howard                                           1,104,900
D H Millard                                          579,882

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.  Furthermore, the award to Mr Howard will vest on a pro-rata basis
based upon the proportion of time he has participated in the Plan.

A summary of the Plan is included in the 2003 Annual Report and the Notice of
Meeting for the 2004 AGM.  Both of these documents can be accessed via the
website of  Cookson Group plc at : www.cooksongroup.co.uk

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

Director               Performance Shares     Existing Shareholdings Existing Share Options Deferred Shares
                       allocated under the                                                  allocated under the
                       2004 Long-Term                                                       2001-2003 Mid-Term
                       Incentive Plan                                                       Incentive Plan

G C Cozzani            559,147                158,028                3,338,758              151,338
S L Howard             1,104,900              713,976                7,814,881              304,422
D H Millard            579,882                399,999                3,621,598              149,322



Cookson Group plc
265 Strand
London WC2R 1DB
Tel: [phone]
Fax: [phone]
Web: www.cooksongroup.co.uk


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