Director Shareholding

Cookson Group PLC
26 November 2002

                                  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)

VIDACOS NOMINEES LIMITED


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

SALE OF ORDINARY SHARES OF 1 PENCE EACH IN COOKSON GROUP PLC


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

50,000

10) Percentage of issued class

LESS THAN 1%

11) Class of security

ORDINARY SHARES OF 1 PENCE EACH


12) Price per share

19.75 PENCE PER SHARE


13) Date of transaction

25 NOVEMBER 2002


14) Date company informed

26 NOVEMBER 2002


15) Total holding following this notification

428,707


16) Total percentage holding of issued class following this notification

0.02%


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

17) Date of grant


18) Period during which or date on which exercisable


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


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


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


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



23) Any additional information



24) Name of contact and telephone number for queries

ALAN WALLWORK, ASST COMPANY SECRETARY, COOKSON GROUP PLC - 020 7766 4537

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

ALAN WALLWORK, ASST COMPANY SECRETARY, COOKSON GROUP PLC


Date of Notification.................................. 26 NOVEMBER 2002


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