Interim Results

COOKSON GROUP PLC
28 July 1999


ANNOUNCEMENT OF 1999 INTERIM RESULTS - 28 July 1999

HIGHLIGHTS OF THE FIRST HALF

    Profits before tax of £64.5 million;  in line with expectations

    Market conditions begin to improve in the second quarter

    Significant progress in repositioning the Group

    Fibre optic cable business, Focas, to be disposed

Commenting on the interim results for 1999 and the outlook, Stephen Howard,
Group Chief Executive, said:

'Since the beginning of the year, we have accelerated the implementation of
our strategy to reposition fundamentally the Group, focusing clearly on our
three world-class businesses.  The emphasis will now be placed on enhancing
the market leadership positions they command and grasping the growth
opportunities they present.  Whilst profits in the first half were down on
1998, the outcome was as expected.

'Trading conditions for suppliers of materials and equipment to the
electronics industry improved in the second quarter and the order books of our
Electronics division strengthened, particularly in the Assembly Equipment
sector. In the Ceramics division, plant loadings in our steel related
activities have improved over the depressed levels that have been experienced
since the second half of 1998.  Generally, order books in the Engineering
division at the end of the period were solid.

'Overall, the gradual recovery in the second quarter and the current level of
orders leads us to believe that the Group's performance should continue to
improve after a particularly challenging first half.'

                             STRATEGIC INITIATIVES

The Group's strategy outlined to shareholders in late 1997 has been vigorously
pursued and the pace of implementation accelerated.  This strategy involves:

   strengthening the leading market positions of our global businesses;

   investing in growth opportunities in our core activities;

   shedding activities that are not core to this strategy; and

   ensuring that the Group operates at optimum efficiency and profitability.

Acquisitions

Since the beginning of the year, over £350 million will have been invested in
earnings enhancing acquisitions which will strengthen the market positions and
growth profile of the Group's core businesses, with the following acquisitions
either completed or due to be completed in the third quarter:

     Premier Refractories, a manufacturer of specialist refractory products
     for the steel, foundry and glass industries for £260 million;

     Plaskon, a manufacturer of patented polymer compounds used to encapsulate
     electronic devices, such as semiconductors, for £77 million;

     IRI, a manufacturer of stencils used in assembling printed circuit boards
     and semiconductors; and

     the glass refractory division of the German-based group, VGT-Dyko.

Disposals

The process of withdrawing from non-core businesses has also been progressed
with cash proceeds of nearly £150 million realised through:
    the completion of the disposals of both Cookson Fibers and Zimco,
    announced in February for total proceeds of £96 million; and

    the disposal of TAM Ceramics, announced in July, for £50 million.

Additionally, the Group has announced today that negotiations are well
underway to dispose of Focas, its aerial fibre optic cable manufacturing
business.

Rationalisation

The rationalisation programme announced in February 1999, involving the
reorganisation and closure of some 30 sites, the streamlining of managerial
and divisional administrative functions, and a 4% reduction in the Group's
workforce, is proceeding on schedule and within the costs envisaged.  The aim
of this initiative is to generate permanent savings and efficiencies, in order
to establish a cost and operating structure that will allow the Group to
optimise its competitive positions.  The cost savings are expected to be
substantial in the years ahead, rising to more than £14 million per annum from
2000.

Summary

These strategic initiatives further advance the restructuring of the Group
that began in late 1997.  Cookson is focused on businesses which are well
positioned to leverage their strong geographic and technological positions in
markets that have clear long-term growth prospects.

REVIEW OF OPERATIONS

The Review of Operations only covers the Continuing Operations of the Group.
Discontinued Operations only comprise disposals completed during the period -
Cookson Fibers and Zimco - both of which were disposed in February 1999.  All
financial information has been expressed at current exchange rates and
operating profits are stated before goodwill amortisation and exceptional
items to facilitate meaningful comparisons.

Group Trading Results

£millions           First Half             Year
                    1999      1998         1998
Sales               834       819          1,641
Operating Profit    74.3      85.3          164.4

Sales for the continuing operations of the Group for the first half of 1999
were 2% above the same period last year, with the trend versus last year
improving during the first half of 1999 with a year-on-year sales decrease of
1% in the first quarter reversing to a 5% increase in the second quarter.

Operating profit was £74.3 million, which represents a decrease of 13% over
the first half of 1998.  The profit contribution from acquisitions completed
in the first half of 1999 was not significant.  Premier Refractories and
Plaskon are only due to be completed in the third quarter of 1999.

In the Electronics division, operating profit was down 6% on 1998, however,
this was a markedly improved performance versus the second half of 1998.  In
the Ceramics division, operating profits fell by 37% due primarily to the
exceptionally difficult conditions encountered by its steel industry customers
in the USA and Europe. The Engineering division recorded a 12% increase in
operating profit, with sound performances registered by all sectors.

Electronics
£millions                First Half             Year
                         1999      1998         1998
Sales                    390       381          742
Operating Profit         31.5      33.5         59.2

Market conditions for suppliers of materials and equipment to the electronics
industry remained broadly similar to those experienced in the second half of
1998, though a gradual improvement began to take hold during the second
quarter of 1999.  As a consequence, sales in the second quarter were up 5%
after an unchanged rate of growth in the first quarter.  Operating profit for
the first half was down 6%, with return on sales at 8.1% compared with 8.8% in
the prior year.

Results from the Assembly Materials sector remained sound in the first half
despite patchy market conditions in Europe.  Sales volumes in paste, spheres
and coating products were high and improved margins were achieved.  Market
acceptance of recent product introductions, including ball grid array (BGA)
spheres and the new UP78 solder paste, continued to gather momentum and
underpin a more positive outlook for the remainder of the year.   The
acquisition of IRI, a manufacturer of stencils used in the PCB and
semiconductor packaging industries, was completed in April and the business
has been integrated into the Assembly Materials sector.

In July, the acquisition of the Plaskon Electronic Materials business from BP
Amoco for $121 million was announced.  Plaskon manufactures polymer based
compounds, which are primarily used to encapsulate electronic devices, such as
semiconductor components.  Plaskon's products are highly complementary to
those of the Assembly Materials sector enabling Cookson Electronics to offer
enhanced product packages to its major customers.  Importantly, the
combination of the market leading position of both Cookson - in the
manufacture of BGA solder spheres - and of Plaskon - in the supply of
encapsulation compounds for BGAs - will reinforce the division's pre-eminent
role in the fastest growing sector of the integrated circuit packaging market.

In the Assembly Equipment sector, the sharp decline in sales experienced
during the second quarter of 1998 and the depressed conditions which were
experienced throughout the remainder of that year began to ease during the
first quarter of 1999.  Bookings progressively improved throughout the first
half and the order book at the end of the period was more than 40% higher than
at the end of 1998.  Whilst overall profitability for the first half was down
compared with the prior year, the improved trading conditions encountered in
the second quarter, together with a better sales mix and the implementation of
new marketing initiatives, give cause for optimism regarding second half
prospects for this sector.

Results for the PCB Fabrication sector have continued to be adversely impacted
by the pricing pressure which developed during the course of 1998, mainly due
to continued customer consolidation and increased competition from Asian
imports.  In the USA, market conditions began to improve towards the end of
the period and in Europe, business remained solid despite pricing pressure
which continued to stifle margin improvement.  The improvement in the demand
for laminates seen at the end of last year in the Asia-Pacific region
continued.  Demand for high technology multi-layer printed circuit board
substrates - Cookson's core product range - remained strong on the back of
buoyant conditions in the mobile phone and PC markets.

In the Speciality and Industrial Products sector, which includes TAM Ceramics,
the disposal of which has been announced since the period end, both the
industrial and consumer product lines in the USA performed soundly but market
conditions in Europe continued to depress results, with sales volumes down
across all product lines.

A new technical services initiative has been launched which is aimed at
leveraging the strength which Cookson Electronics has developed in support of
its market leading product range.  This will initially focus on internet e-
commerce opportunities and on co-ordinating the training and consultancy
services currently available to customers of the Assembly Materials and
Equipment sectors with our process development capabilities in PCB assembly
and semiconductor packaging.  The initiative should enhance the division's
integrated solutions strategy of providing customers with comprehensive
solutions to their production problems.

Ceramics
£millions                First Half             Year
                         1999      1998         1998
Sales                    204       212          420
Operating Profit         19.3      30.8         54.4

The Ceramics division, which primarily comprises the Vesuvius business,
generates some 75% of its sales from the steel industry.  In the first half of
this year, the global steel market continued to exhibit the significant
weakness which emerged during the second half of 1998, in marked contrast to
the first half of 1998 when steel producers in most regions were operating at
full or near full capacity.  As a consequence, worldwide steel production
decreased by 5% in the first half.  Significantly, sharp falls were
experienced in the division's largest markets, North America and the European
Union, where steel production fell by 10%.  This fall in steel production led
to lower refractory volumes for the Steel sector which, combined with pricing
pressure and an unfavourable product mix, resulted in a reduction in
divisional sales of 4% and operating profits falling by 37% in the period.
However, increases in plant loading in Vesuvius' steel operations were
experienced towards the end of the first half which provide evidence of an
improvement materialising in the steel industry, particularly in the USA.

In the Glass sector, shipments from Monofrax - which produces fused-cast
products for lining glass furnaces - remained low and are not forecast to
improve before the end of the year.  As a consequence, profits in this sector
were well below 1998.  The acquisition of the glass refractory activities of
the German-based group VGT-Dyko AG took place in April.  This acquisition will
significantly strengthen the Glass sector's position in Europe.  In the
Foundry sector, tighter market conditions began to emerge during the period
but remained better than last year.

In June, it was announced that agreement had been reached to acquire Premier
Refractories International from the Alpine Group for £260 million ($410
million).  Premier is a manufacturer and supplier of value-added specialist
refractory products, services and systems to the steel, glass, foundry,
aluminium and cement industries.  The majority of Premier's products and
services are complementary to those of Vesuvius.  This will enable the
combined businesses to provide customers in the glass, aluminium and foundry
industries with a more comprehensive range of products and services on a
worldwide basis.  Following the acquisition, the Ceramics division will have
8,000 employees and annual sales of approximately £700 million, with over 70
manufacturing sites strategically positioned to serve customers globally.

Engineering

£millions                  First Half              Year
                           1999       1998         1998
                                                 
Sales                      240        226          479
     Precious Metals       134        133          259
     Mouldings & Telecoms  106        93           220

Operating Profit           23.5       21.0         50.7
     Precious Metals       14.4       13.1         31.0
     Mouldings & Telecoms   9.1        7.9          19.7

Sales in the first half increased by 6% over the prior year and operating
profit was up 12%, translating into an improved return on sales for the period
of 9.8% compared with 9.3% in 1998.  These results exclude the businesses of
Cookson Fibers and Zimco, both of which the Group disposed in February.

Profits for the first half for the Precious Metals sector were up 10%, with
good performances across all businesses, despite a slow start to the year
which had affected first quarter results.  The Mill business encountered
patchy trading conditions in the early part of the period, but a better second
quarter performance was achieved, particularly in the USA.  In the UK,
increased imports provided added pressure on margins.  Overall, the Jewellery
Products business performed well, with improved results arising from
successful marketing initiatives in the 'findings' activities and from
increased market penetration.  In the Precision Products businesses,
performance was sound and the integrated moulding component business, Matrix,
which was acquired last year, performed above expectations.

In the Telecommunications Products sector, Focas, the aerial fibre optic
cabling systems manufacturer, which is in the process of being disposed,
performed in line with expectations in the first half, though profitability
was adversely affected by delays in some of its contracting projects.  The
revenue-sharing partnership with a major US local exchange carrier, ELI, which
was established last year, has progressed well and the cable network system -
to which the revenue-sharing agreement relates - should be fully installed by
the end of the year.  Neptco, the tapes and composites business, performed
well in the first half of the year, with growth in the period coming mainly
from products which service the cable TV market and from the electronic
packaging market.

Sales and profits of the Plastic Mouldings sector were up on the prior year,
with demand in both the Material Handling and Recreational businesses
strengthening during the period.  Sales in the pallet business were up 30%
over the prior year.   Good progress was made on the commercialisation of the
CHEP plastic pallet in the USA and on the development, for CHEP Europe, of a
new pallet to service the European markets.

GROUP FINANCIAL REVIEW
                         First Half             Year
                         1999      1998         1998
Profit before Tax (£m)*  64.5      80.0         151.3
Earnings per Share       6.9       8.4          16.0
(pence)*
Dividend (pence)         4.3       4.3          9.4
Free Cash Flow (£m)      (29.4)    (33.3)       20.4

*(before goodwill amortisation and exceptional items)

Operating Profit and Profitability

Profit before tax, goodwill amortisation and exceptional items of £64.5
million was 19% below the £80.0 million achieved in the first half of 1998.
In summary, the £15.5 million decrease arose as follows:

    £11.0 million lower operating profit from Continuing Operations, with the
    shortfall arising primarily from the Ceramics division;
   
    £6.1 million reduction in contribution from Discontinued Operations -
    Cookson Fibers and Zimco - which were both disposed in February 1999;

which, in turn, was partly offset by:

    £1.3 million positive impact from currency translation; and

    £0.3 million decrease in interest paid.

Return on sales before goodwill amortisation and exceptional items for
continuing operations decreased -from 10.4% to 8.9% - as did pre-tax return on
investment, from 13.4% for the first six months of 1998 to 11.0% for the first
half of 1999.  The decline in profitability was largely due to the fall in
profits in the Ceramics division.

Taxation

The effective rate of taxation on profit before goodwill amortisation and
exceptional items was 26.0% for the first half of 1999.  The rate is based on
an estimate for the whole of 1999 and is the same effective rate for both the
first half and the full year 1998.

Shareholder Returns

Profit before tax for the period of £64.5 million before goodwill amortisation
and exceptional items was 19% down on 1998.  Goodwill amortisation of £2.6
million (1998: £1.1 million) represents the write-off over 20 years of the
£106 million of goodwill that has arisen on the acquisitions completed since
the beginning of 1998.  Goodwill of £533 million which arose before 1998
remains written-off to reserves.

Minority interest in profits of the Group decreased from £1.4 million to £0.6
million, mainly due to the disposal of Cookson Fibers which had carried a 20%
minority interest for most of the first quarter of 1998.

Earnings per share, before goodwill amortisation and exceptional items,
amounted to 6.9 pence per share, 18% down on the 8.4 pence achieved in the
first half of 1998.  Earnings per share for the first half of 1999 after
goodwill amortisation and exceptional items amounted to 5.2 pence.

The Board has declared an interim dividend of 4.3 pence per ordinary share,
unchanged from the 1998 interim dividend.  The dividend will be paid on 1
December 1999 to shareholders on the register at 8 October 1999.

Exceptional Items

In February 1999, the Group announced that it had embarked upon a
rationalisation and restructuring initiative which is expected to realise cost
savings of £8.5 million in 1999 and £14.5 million per annum from 2000 onwards.
The total pre-tax costs of this initiative are expected to amount to £71
million, £41 million of which represented asset impairments and provision for
pension costs.  As required by the new UK accounting standard FRS12, £50
million of the total charge was accounted for in 1998 with the balance to be
taken as the costs are committed.  In the first half of 1999, £10 million of
these costs were charged as an exceptional item within operating profit; the
majority of the £11 million costs that remain to be charged are likely to
arise in the second half of 1999.  No exceptional items arose in the first
half of 1998.

Cash Flow, Investment and Borrowings
£millions                            First Half               Year
                                     1999       1998          1998
Operating Activities                 60         83            225
less:     Capital expenditure (net)  30         45            71
          Tax paid                   13         26            46
Net Operating After Tax              17         12            108
less:     Dividends & interest       46         45            88
Free Cash Flow                      (29)       (33)          20
                                                   
Net cash flow from operating activities amounted to £60 million in comparison
with £83 million in the same period last year.  The £23 million decrease was
due mainly to a £17 million lower profit contribution from subsidiaries and an
additional £6 million outlaid for exceptional rationalisation costs.  Cash out
flow for working capital of £29 million was unchanged from 1998.  However, the
ratio of average working capital to sales for continuing operations improved
from 20.2% to 19.2%, signifying continued tight management of working capital.

Capital expenditure of £30 million for the period, which was £15 million lower
than the first half of 1998, represents 1.1 times depreciation (1998: 1.7
times).  The deceleration in spend reflects the generally subdued market
conditions experienced in the first half and more effective use of productive
capacity.

Free cash outflow of £29 million for the first six months of 1999 was £4
million better than the £33 million outflow in the same period last year.  The
improvement was mainly due to both lower capital expenditure and tax payments
offsetting the lower profits earned in the period.  The Group traditionally
experiences a net free cash outflow in the first six months of the year; free
cash flow for the 12 months ended 30 June 1999 represented an inflow of some
£24 million (year to 31 December 1998: £20 million).

Total consideration for acquisitions and investments in the first half
amounted to £44 million, primarily for IRI and VGT, for further investment in
the ELI project and for deferred consideration for prior year acquisitions.
Cash inflow from disposals of £96 million relates to the sale of Cookson
Fibers and Zimco in the first quarter of 1999.

Net cash inflow for the first half was £21 million which, after exchange rate
adjustments of £6 million, resulted in a £15 million decrease in net
borrowings since the end of 1998 to £203 million.  Interest cover for the
period was 8.4 times and gearing - expressed as gross borrowings as a
percentage of total invested capital including goodwill - was 19%, with both
ratios well within the Group's financing targets.

Significant Post Half Year End Events

In June, the Group announced that agreement had been reached to acquire
Premier Refractories International ('Premier'), a manufacturer of value-added
specialist refractory products, for £260 million ($410 million).  The
consideration will be payable as to approximately £200 million in cash and by
the issue of 30.2 million shares in Cookson.  As reported under US GAAP,
Premier had sales of £300 million and operating income of £19 million in the
year ended 30 April 1999, with net tangible assets of £117 million on a debt
free basis as at that date.  The acquisition, which is subject to regulatory
approval, is expected to close in August.

The purchasing, manufacturing, sales force and overhead synergies that can be
derived from integrating Vesuvius and Premier are expected to amount to
approximately £13 million in 2000, and in excess of £20 million per annum from
2001 onwards.  The total costs of implementing this programme would amount to
approximately £26 million of cash related costs, all of which would be outlaid
over the 18 months following completion of the transaction, and £11 million of
asset write-offs.  In addition, an adjustment of approximately £36 million
will be made to reflect the net assets of Premier in accordance with UK GAAP
and on a basis that is consistent with Cookson's accounting policies, and to
take account of the one-off costs of acquisition.

Based on the preliminary results of Premier for the year ended 30 April 1999,
and taking into account the anticipated cost savings, the acquisition is
expected to be earnings per share accretive for Cookson in the year ended 31
December 2000, both before and after goodwill amortisation, and before the
aforementioned exceptional costs.

In July, the Group announced the sale of TAM Ceramics for £50 million ($79
million) to Ferro Corporation Inc. payable in cash on completion.  The
anticipated exceptional gain on disposal, after write-back of goodwill,
amounts to £5 million.  TAM, whose results have been included as a continuing
operation until the transaction is closed, contributed sales and operating
profit of £17 million and £2.5 million respectively in the first half of 1999.
Completion is expected to take place on 30 July 1999.

In July, the Group announced the acquisition of Plaskon for £77 million ($121
million) from BP Amoco.  Plaskon is a manufacturer of materials and compounds
which are primarily used to encapsulate electronic devices.  Plaskon had sales
of £14 million and operating profits of £3.4 million in the first half of 1999
and net tangible assets of £20 million as at that date.  Consideration is
payable in cash on closing which is expected in the third quarter.  The
acquisition is expected to be immediately earnings enhancing before goodwill
amortisation and earnings enhancing after goodwill amortisation in 2000.

BOARD OF DIRECTORS

On 1 April 1999, Dr. Gian Carlo Cozzani, Chief Executive Officer of the
Group's Ceramics division, joined the Board as an Executive Director.  At the
same time, Mrs. June de Moller, previously Group Managing Director of Carlton
Communications Plc and a non-executive Director of Anglian Water plc and Lynx
Group plc, was appointed as a non-executive director.  Sir Robert Malpas CBE,
Chairman of Cookson Group plc until 1 October last year, retired from the
Board at the AGM on 30 April.

OUTLOOK

Trading conditions for suppliers of materials and equipment to the electronics
industry improved in the second quarter and the order books of our Electronics
division strengthened, particularly in the Assembly Equipment sector. In the
Ceramics division, plant loadings in our steel related activities have
improved over the depressed levels that have been experienced since the second
half of 1998.  Generally, the order books in the Engineering division at the
end of the period were solid.

Overall, the gradual recovery in the second quarter and the current level of
orders leads us to believe that the Group's performance should continue to
improve after a particularly challenging first half.

For further information please contact:
Stephen Howard,                        Dennis Millard, 
Group Chief Executive                  Group Finance Director
0207 766 4500                          0207 766 4500

Copies of Cookson's 1999 Interim Report are being posted to the shareholders
of the Company and will be available at the Registered Office of the Company.
Cookson Group plc, The Adelphi, 1-11 John Adam Street, London WC2N 6HJ

Independent Review Report by KPMG Audit Plc to Cookson Group plc

Introduction

We have been instructed by the Company to review the financial information set
out on pages 12 to 17 and we have read the other information contained in the
interim report and considered whether it contains any apparent misstatements
or material inconsistencies with the financial information.
Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors.  The Listing
Rules of the London Stock Exchange require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where they are to be
changed in the next annual accounts in which case any changes, and the reasons
for them, are to be disclosed.

Review work performed

We conducted our review in accordance with guidance contained in Bulletin
1999/4: Review of interim financial information issued by the Auditing
Practices Board.  A review consists principally of making enquiries of Group
management and applying analytical procedures to the financial information and
underlying financial data and, based thereon, assessing whether the accounting
policies and presentation have been consistently applied unless otherwise
disclosed.  A review is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit.  Accordingly we do not express an audit opinion on
the financial information.

Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 1999.

KPMG Audit Plc, Chartered Accountants
27 July 1999, London

Financial information

For the purpose of these interim financial statements, 'Group' results
represent the results of the parent company and its subsidiary companies,
whereas 'Total' results represent Group results together with the Group's
share of the results of its associate companies.

The interim financial statements have been prepared on a basis of the
accounting policies adopted in the Group's audited statutory accounts for
1998.  The interim accounts were approved by the Board of Directors on 27 July
1999.

The Financial information set out on the following pages for the six month
periods ended 30 June 1999 and 30 June 1998 is unaudited but has been reviewed
by the Company's auditor.  The comparative figures for the financial year
ended 31 December 1998 are not the Company's statutory accounts for that
financial year. Those accounts have been reported on by the Company's auditor
and delivered to the registrar of companies.  The report of the auditor was
unqualified and did not contain a statement under section 237 (2) or (3) of
the Companies Act 1985.  These sections address whether proper accounting
records have been kept, whether the Company's accounts are in agreement with
these records and whether the auditor has obtained all the information and
explanations necessary for the purposes of their audit.

Group Profit and Loss Account
For the six months ended 30 June 1999
                             Before       Exceptional               
                             exceptional   items         Half   Half   Full
                             and goodwill  amortisation  year   year   year
                             amortisation                1999   1998   1998
                        note £m            £m            £m     £m     £m
Turnover                                                                  
 Continuing operations       833.9            -          833.9  804.6  1,623.7
 Discontinued operations      17.4            -           17.4   69.7    136.3
                                                                          
 Total Group turnover    1   851.3            -          851.3  874.3  1,760.0
 Share of associates         (23.0)           -          (76.5) (23.0)  (38.8)
                                                                          
 Turnover of Group                                                         
 subsidiaries                828.3            -          828.3  835.5  1,683.5
                                                                          
Operating profit                                                         
   Continuing operations                                                  
   before exceptional items                                                   
   and goodwill amortisation  72.1            -           72.1   82.5    159.2
   Operating exceptional  2     -          (10.1)        (10.1)    -    (49.5)
   items
   Goodwill amortisation  7     -           (2.6)         (2.6)  (2.8)   (1.1)
Continuing operations         72.1         (12.7)         59.4   81.4   106.9
Discontinued operations        0.7            -            0.7    5.7    10.3
                                                                          
Group operating profit        72.8         (12.7)         60.1   87.1   117.2
Share of associates                                                       
- continuing                   2.2            -            2.2    1.4     3.5
Share of associates                                                       
- discontinued                 0.3            -            0.3    1.5     2.2
                                                                          
Total Group operating profit1 75.3         (12.7)         62.6   90.0   122.9
                                                                          
Net loss on sale or                                                       
termination
of discontinued operations  3                                            
Loss before goodwill            -             -             -      -    (20.2)
Goodwill                        -             -             -      -    (60.4)
                                -             -             -      -    (80.6)
                                                                          
Net loss on disposal of    4    -             -             -      -     (9.0)
fixed assets
                                                                          
Profit on ordinary            75.3         (12.7)        62.6   90.0     33.3
activities before interest
Interest                   5 (10.8)           -         (23.9) (10.8)   (11.1)
                                                                         
Profit/(loss) on ordinary                                                
activities before taxation    64.5         (12.7)        51.8   78.9      9.4
Taxation on profit on        (16.8)          1.1        (15.7) (20.8)   (27.4)
ordinary activities                                        
                                                                          
Profit/(loss) on ordinary                                                 
activities after taxation     47.7         (11.6)        36.1   58.1    (18.0)
Minority interests            (0.6)           -          (0.6)  (1.4)    (2.1)
                                                                          
Profit/(loss) for the         47.1         (11.6)        35.5   56.7    (20.1)
financial period
Dividends                                               (29.5) (29.7)   (64.6)
                                                           
Net profit/(loss)          4                              6.0   27.0    (84.7)
transferred to reserves
                                                                          
Basic earnings per share   6                              5.2p  8.2p    (2.9)p

- before exceptional                                                      
items and goodwill                                        6.9p  8.4p     16.0p
amortisation
                                                                          
Diluted earnings per share 6                              5.2p  8.2p    (2.9)p
                                                                          
Group Balance Sheet
as at 30 June 1999
                                                At 30      At 31    At 30 
                                                 June        Dec     June 
                                         note    1999       1998     1998 
                                                   £m         £m       £m 
  
Fixed assets                                                                  
Goodwill                                 7      105.5        93.9       64.3  
Tangible assets                                 439.3       484.6      490.7  
Investments                                      48.2        38.9       41.2  
                                                                              
Total fixed assets                              593.0       617.4      596.2  
                                                                              
Current assets                                                                
Stocks                                          234.6       230.4      248.1  
  Gross debtors                                 420.0       381.6      361.1  
  Less non-returnable proceeds                   (7.0)       (6.7)        - 
Debtors, net                                    413.0       374.9      361.1  
Investments                                       1.7         1.7        2.2  
Cash at bank                                     50.3        96.8       66.1  
                                                                              
Total current assets                            699.6       703.8      677.5  
                                                                              
Creditors: amounts falling due within one year
Borrowings                                      (15.2)      (23.0)     (26.0) 
Other creditors                                (369.3)     (361.3)    (336.6) 
Total current liabilities                      (384.5)     (384.3)    (362.6) 
                                                                              
Net current assets                              315.1       319.5      314.9  
                                                                              
Total assets less current liabilities           908.1       936.9      911.1  
                                                                            
Creditors: amounts falling due after more than one year                       
Convertible bond                                (76.3)      (77.3)     (75.7) 
Other borrowings                               (162.0)     (215.2)    (168.0) 
Other creditors                                 (33.9)      (27.9)     (20.2) 
                                                                              
Provisions for liabilities and charges          (78.5)      (71.6)     (56.0) 

                                                557.4       544.9      591.2  
Non-equity capital                                                            
Called up share capital                   8         -           -        1.8  
                                                                             
Equity capital and reserves                                                   
Called up share capital                         345.9       345.8      345.7  
Share premium account                           331.2       330.8      330.7  
Reserves                                 7     (126.4)     (138.3)     (93.7) 

Total shareholders' funds                       550.7       538.3      584.5  
 
Minority interests                                6.7         6.6        6.7  

                                                557.4       544.9      591.2  
Statement of Group Cash Flows
for the six months ended 30 June 1999
                                      Half            Half           Full
                                      year            year           year
                                      1999            1998           1998
                               note  £m     £m       £m    £m     £m     £m   
                                                                           
Reconciliation of operating                                                   
profit to net cash inflow
from operating activities                                                     

Group operating profit before       70.2            87.1         166.7   
exceptional items
Depreciation and amortisation       28.9            27.8          57.9    
                                                                              
(Increase) in stocks               (10.0)          (14.3)         (5.0)  
(Increase)/decrease in debtors     (38.2)           16.8          58.8   
Increase/(decrease) in              19.4           (31.1)        (49.7)   
creditors

(Increase)/decrease in working     (28.8)          (28.6)          4.1    
capital
(Decrease)/increase in              (0.9)            0.4          (0.6)   
provisions
Cash payments in respect of    2    (9.6)           (3.6)         (6.3)   
exceptional rationalisation
costs                                                                         
     
Net cash inflow from operating      59.8            83.1         221.8    
activities
                                                                              
Cash flow statement                        Free            Free         Free  
                                           Cash            Cash         Cash  
                                           Flow            Flow         Flow  
Net cash inflow from operating                                          
activities                          59.8   59.8     83.1   83.1  221.8   221.8

Dividends from associates           -        -       0.1    0.1    3.3     3.3
Returns on investment and                                                     
servicing of finance
Interest paid                     (11.9)           (11.6)        (25.2)       
Interest received                   1.1              1.6           1.8    
                                  (10.8)  (10.8)   (10.0) (10.0) (23.4) (23.4)
Taxation                          (13.2)  (13.2)   (26.2) (26.2) (46.2) (46.2)
Capital expenditure and                              
financial investment                               
Payments to acquire fixed  
assets                            (30.7)           (46.9)        (85.2)   
Receipts from disposal of             
fixed assets                        0.5              1.8          14.6    
 
                                  (30.2)  (30.2)   (45.1) (45.1) (70.6) (70.6)
Acquisitions and disposals            
Net proceeds from disposal of                                         
subsidiaries                       93.0               -             -     
Consideration for acquisition          
of subsidiaries                   (43.8)           (128.8)      (190.4)     
Net proceeds from divestment     
in joint ventures and associates    3.4              65.0         65.0        
Other                              (2.3)             (2.0)         2.6    
                                   50.3             (65.8)      (122.8)   

Dividends paid                    (35.0)  (35.0)    (35.2) (35.2)(64.5) (64.5)
Free cash flow                            (29.4)           (33.3)       (20.4)
                                                                              
Net cash inflow/(outflow)  
before financing                   20.9             (99.1)      (102.4)   

Financing                                                                    
Issue of shares                     0.5               4.4          2.7        
Decrease)/increase in debt       (55.4)            134.5         70.3    

(Decrease)/increase in cash     
during the period                 (34.0)             39.8        (29.4)   

Reconciliation of net cash                                                    
flow to movement in net debt
(Decrease)/increase in cash                                                   
during the period                 (34.0)            39.8         (29.4)
Cash flow from movement in            
debt and lease financing           55.4           (134.5)        (70.3)   
Change in net debt resulting           
from cash flows                    21.4            (94.7)        (99.7)
Issue costs amortised              (0.2)            (0.2)         (0.5)       
      
Loans acquired with                     
subsidiaries                         -              (4.2)         (7.5)
ESOP deferred option premium         -                -           (5.7)      
Foreign exchange difference        (5.7)             1.6           0.8    
                                                                              
Movement in net debt during   
the period                         15.5            (97.5)       (112.6)  
Net debt at 1 January            (218.7)          (106.1)       (106.1)       
                                     
Net debt at end of period        (203.2)          (203.6)       (218.7)   


Statement of Total Group Recognised Gains and Losses
for the six months ended 30 June 1999
                                           Half year  Half year  Full year
                                           1999       1998       1998
                                           £m         £m         £m
Profit/(loss) for the period               35.5       56.7      (20.1)
Exchange adjustments                        5.9      (18.0)      (5.6)

Total net recognised gains/(losses) 
relating to the period                     41.4       38.7      (25.7)

Reconciliation of Movements in Group Shareholders' Funds
for the six months ended 30 June 1999
                                           Half year  Half year  Full year
                                           1999       1998       1998
                                           £m         £m         £m

Shareholders' funds as at 1 January        538.3      571.1      571.1

Total net recognised gains/(losses)
for the period (see above)                  41.4       38.7      (25.7)
Dividends                                  (29.5)     (29.7)    (64.6)
New share capital subscribed                 0.5        4.4       4.6
Cancellation of non equity share capital      -          -       (1.8)
Goodwill transferred to the profit and loss
account in respect of the sale or 
termination of operations                     -          -       54.7

Net addition/(reduction) to shareholders' 
funds                                       12.4       13.4     (32.8)

Shareholders' funds at end of period       550.7       584.5     538.3

Note of Group Historical Cost Profits and Losses for the six months ended 30
June 1999

There were no material differences between the Group profit for the period and
the historical cost equivalent.

Notes to the accounts

 1   Segmental analyses
In February 1999 the Group completed its disposal of Cookson Fibers, Inc. and
its 45% interest in Zimco. Information in respect of these disposals has been
included in the following analyses as discontinued operations both for 1999
and 1998.
                           Half year          Half year         Full year
                           1999               1998              1998
                               Operating          Operating          Operating
                     Turnover  profit    Turnover profit    Turnover profit
By Business          £m        £m        £m       £m        £m       £m
                                                                             
Electronics          389.7      31.5     374.0     32.8     736.0     58.2
Ceramics             203.8      19.3     208.4     30.6     415.4     54.2
Engineering          240.4      23.5     222.2     20.5     472.3     50.3
                                                                          
Continuing operations833.9      74.3     804.6     83.9   1,623.7    162.7
Goodwill amortisation  -        (2.6)       -      (1.1)      -       (2.8)
Exceptional items      -       (10.1)       -        -        -      (49.5)
Discontinued operations17.4      1.0      69.7      7.2      136.3    12.5
                                                                          
Total Group          851.3      62.6     874.3     90.0    1,760.0   122.9

Of the exceptional charge of £10.1m in 1999, £3.1m related to Electronics,
£6.1m to Ceramics and £0.9m to Engineering. Of the total exceptional charge of
£49.5m in 1998, £27.8m related to Electronics, £7.2m to Ceramics, £7.5m to
Engineering and £7.0m to the Group's central functions.

Of the 1999 goodwill amortisation of £2.6m, £0.8m related to Electronics,
£1.1m to Ceramics and £0.7m to Engineering.

Of the results of continuing operations, the contribution in 1999 of
acquisitions to turnover was £12.1m and to operating profit was £0.2m. All of
the discontinued operations were within Engineering.

             Half year 1999            Half year 1998           Full year 1998
        By location       By       By location      By        By location  By
          of Group   customer      of Group   customer        of Groupcustomer
         operations   locations operations    location      operationslocation

                    Operating           Operating           Operating  
Geographical     T/o   profit  T/o    T/o  profit  T/o    T/o  profit  T/o  
                 £m        £m   £m     £m      £m   £m     £m      £m   £m
                        
UK              101.1   7.7   75.4     97.2   6.8  72.3   195.6    17.0  145.4
Cont'l Europe   138.6   5.6  143.4    127.9   8.1 150.5   266.6    14.0  302.3
USA             498.9  51.1  456.1    489.3  54.5 434.9   967.3   107.2  860.8
Asia-Pacific     59.0   7.6   98.5     54.1   8.8  88.7   117.3    13.4  187.5
Row              36.3   2.3   60.5     36.1   5.7  58.2    76.9    11.1  127.7
Cont operations 833.9  74.3  833.9    804.6  83.9 804.6 1,623.7  162.7 1,623.7
Gdwill amortistn   -   (2.6)     -      -    (1.1)  -       -     (2.8)    -
Excptnl items      -  (10.1)     -      -      -    -       -    (49.5)    -
Discontinued     17.4   1.0   17.4     69.7   7.2  69.7   136.3   12.5   136.3
                                                           
Total Group     851.3  62.6  851.3    874.3  90.0 874.3 1,760.0 122.9  1,760.0
                                                                              
2 Operating exceptional items
An exceptional charge was made in 1998 within operating profit related to the
decision to close or rationalise activities at approximately 30 of the Group's
manufacturing and distribution facilities, to discontinue certain product
lines and to streamline divisional administrative functions. In addition, the
carrying value of the assets of the businesses affected by this programme were
written down and, as a consequence of this and other restructuring initiatives
carried out over the last 18 months, a provision was made to supplement the
Group's US pension schemes. Following the adoption by the Company of FRS 12 in
1998, £49.5m of the total expected cost of these initiatives was accounted for
in the second half of 1998, with a further £10.1m in the first half of 1999.

The cash spend in respect of these initiatives was £9.6m in the first half of
1999. The taxation attributable to these costs was a net credit of £1.1m in
the first half of 1999.

  3  Loss on sale or termination of discontinued operations
Losses less profits on sale or termination of operations, together with any
associated goodwill previously written off to reserves, are shown separately
as exceptional items. In 1998 these include the write-off of all the goodwill
which arose on the acquisition of the businesses comprising Cookson Fibers,
Inc (£58.3m) and the Group's 45% share of Zimco Holdings Pty Ltd (£2.1m), both
of which were disposed of in early 1999. For the full year 1998, the loss
totalled £80.6m of which £60.4m was goodwill. There were no gains or losses in
the first half of 1999 or 1998.

  4  Net loss on disposal of fixed assets
Losses less profits on disposal of fixed assets are shown separately as
exceptional items. For the full year 1998, these consisted of £10.3m of losses
net of £1.3m of profits. There were no gains or losses in the first half of
1999 or 1998.

  5  Interest
The net interest charge includes £1.8m (1998: £2.6m) in respect of precious
metals consignment fees.

Net interest cover, calculated using total operating profit before goodwill
amortisation and exceptional items was 7.0 times for the period (1998: 8.2
times).

  6  Earnings per share
Basic earnings per share are calculated using an average of 687m (1998: 690m)
ordinary shares in issue during the period.

Diluted earnings per share are calculated assuming conversion of outstanding
dilutive share options. These adjustments give rise to an increase in average
ordinary shares of 2m (1998: 2m).

On the face of the Group profit and loss account, earnings per share are shown
both before and after goodwill amortisation and exceptional items. The
Directors believe that the calculation of earnings per share excluding
goodwill amortisation and all exceptional items, together with the associated
tax charge or credit, gives the most appropriate measure of the underlying
earning capacity of the Group.

  7  Goodwill
Goodwill arising in 1999 amounted to £14.1m  and is being amortised over 20
years. £2.6m of goodwill was charged in 1999. Accumulated goodwill arising
prior to 1998, which remains written-off directly against Group reserves,
amounts to £532.5m.

  8  Non-equity share capital
At an Extraordinary General Meeting of all shareholders on 2 July 1998 a
special resolution was passed authorising the Company to cancel the 1,500,000
4.9% cumulative preference shares of £1 each and the 1,000,000 4.9% non-
cumulative preferred ordinary shares of 50p each. The cancellations were
confirmed by the High Court on 29 July 1998.

To preserve the Company's total capital, a £1.8m Capital Redemption Reserve
was created by transfer from the profit and loss account on 29 July 1998.

  9  Year 2000 readiness disclosure
Cookson's management is committed to minimising the potential impact on the
Group's computer and business systems, equipment and products brought about by
the Year 2000 date change. The Group's Year 2000 programme, which is based on
an internationally recognised definition of 'Year 2000 Compliance', is aimed
at minimising the associated problems, is centrally co-ordinated and managed
through the Group's divisional structure, with business managers being
accountable for their individual programmes. The Audit Committee of the Board
receive regular reports on progress.

At present, the remediation of the business critical systems throughout the
Group is progressing satisfactorily and each business expects to be Year 2000
compliant on a timely basis. However, given the complexity of the problem, it
is not possible for Cookson, as with any organisation, to guarantee that no
Year 2000 problems will remain.

Contingency plans are being developed to minimise risk of non-compliance
caused by disruption from areas where Group businesses do not have direct
control, such as the Group's key suppliers. In certain instances, such as with
supplies from utility suppliers, supply is not easily substitutable and
contingency planning is difficult. If there were to be an extended and
significant failure by several third parties or supporting infrastructures
resulting from Year 2000 events, there could be material adverse impacts on
Cookson's operations.

Minimising the impact of the Year 2000 date change on the Group's computer
systems is expected to be achieved mainly through replacement or enhancement
of existing systems. Much of this cost will arise through the normal ongoing
programme of investment in new systems, which provides additional
functionality and, as a consequence, a substantial proportion of the costs of
the programme are capital in nature.

Excluding the revenue cost of internal labour, the total costs to be incurred
in order to minimise the impact of the Year 2000 date change on all critical
technology systems and equipment throughout the Group is expected to be £15m,
of which £12m is expected to be capitalised. Of these totals, some £12m was
incurred by the end of June 1999.