Director Shareholding

Cookson Group PLC
23 January 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

COOKSON GROUP PLC

2) Name of director

RAYMOND SHARPE


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 or in respect of a
non-beneficial interest

DIRECTOR NAMED IN 2 ABOVE

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


DIRECTOR NAMED IN 2 ABOVE

5) Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s)

N/A

6) Please state the nature of the transaction. For PEP transactions
please indicate whether general/single co PEP and if discretionary/non
discretionary

N/A


7) Number of shares/amount of
stock acquired

N/A


8) Percentage of issued class

N/A


9) Number of shares/amount
of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

N/A

12) Price per share

N/A

13) Date of transaction

N/A

14) Date company informed

N/A

15) Total holding following this notification

N/A

16) Total percentage holding of issued class following this notification

N/A

If a director has been granted options by the company please complete the
following boxes

17) Date of grant

26 NOVEMBER 2002

18) Period during which or date on which exercisable

26 JANUARY 2004

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

NIL

20) Description of shares or debentures involved: class, number

AN OPTION UNDER THE US STOCK PURCHASE PLAN OVER 13,002 ORDINARY SHARES OF 1
PENCE EACH IN COOKSON GROUP PLC

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

25 PENCE EACH

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

4,543,452

23) Any additional information


24) Name of contact and telephone number for queries

RACHEL FELL, ASST COMPANY SECRETARY, COOKSON GROUP PLC - 020 7766 4562

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

RACHEL FELL, ASST COMPANY SECRETARY, COOKSON GROUP PLC


Date of Notification..................................23 JANUARY 2003


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