SecProbe.io

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      November 3 , 2005

Via Facsimile 011 44 207 655 5202 and U.S. Mail

James M. Bartos
Shearman & Sterling
Broadgate West, 9 Appold Street
London EC2A 2Ap
United Kingdom

Re:	Cookson Group plc
	Schedule 13E-3 filed October 18, 2005
	SEC File No. 5-81071

Dear Mr. Bartos:

We have reviewed the filing listed above for compliance with the
disclosure requirements of Rule 13e-3 and Schedule 13E-3. Our
comments follow. All defined terms have the same meaning as in
your
disclosure document, unless otherwise indicated.

As we discussed, accounting comments remain outstanding from a
comment letter issued on July 14, 2005 by Gary Todd of the staff
of
the Division of Corporation Finance. Please coordinate compliance
with those comments with Mr. Todd or staff accountant Kristin
Lochhead, with whom I understand you have already been in contact.

In addition, as we previously informed you, the staff is
continuing
to consider certain issues related to your option plans, and may
have
further comment on those matters as they relate to Rule 13e-3.

Schedule 13E-3

1. Please include the form of "proxy" that shareholders will use
to
vote on the proposed changes to the company`s governing
instruments
with your next amendment.

Exhibit 1. Transaction Statement

2. Statements made in connection with tender offers are
specifically
excluded from the safe harbor protections of the Private
Securities
Litigation Reform Act of 1995.  See Section 21E(b)(1)(E) of the
Securities Exchange Act of 1934.  Accordingly, please remove your
references to the Reform Act.  In the alternative, clearly
disclose
that the safe harbor protections do not apply to disclosure in the
Transaction Statement.

Summary Term Sheet, page 2

3. Clarify how the compulsory transfer process would work for
shares
not held in street name. That is, if a security holder physically
holds the share certificate evidencing his or her ownership in the
Cookson Group, how can the Board force the sale of shares so held?
If
direct ownership of share certificates does not occur in the
United
Kingdom, please indicate in your response letter.

4. In the last bullet point on page 3, you note that the Board
will
exercise its compulsory transfer authority (if approved)
consistent
with its "fiduciary duties." Clarify that the fiduciary duties to
which you refer are those under English law, and summarize any
differences between such fiduciary duties and those that would
typically apply to the board of directors of a US company.

Special Factors Relating to the Going Private Transaction -
Purposes
of and Reasons for the Transaction, page 6

5. In the third paragraph of this Section on page 6 of the
Transaction Statement, you estimate the costs associated with US
registration at over 1,000,000 British pounds annually. Please
provide a breakdown of these estimated costs.

6. You state on page 6 of the Transaction Statement that "most" of
the ADR holders will receive cash as a result of the termination
of
the ADR facility. Please explain why in your response letter. It
is
our understanding that ADR holders may receive the underlying
shares
upon termination of the facility (as you note on page 7). Please
explain why this has not been the case or you do not believe it
will
be the case with respect to the termination of the Cookson Group`s
ADR facility on October 19, 2005.

7. Refer to your statement as to fairness to unaffiliated
shareholders on page 7 of the Transaction Statement (second full
paragraph). See Q&A 19 in SEC Release No. 17719 (April 13, 1981).
As
this release notes, where a transaction may have a different
impact
on different groups of unaffiliated security holders, the board`s
fairness determination must separately address fairness to each
group. Clarify your disclosure to make clear that the Board has
considered and approved of the fairness to US security holders as
a
separate group.

8. Please expand the discussion of the reasons for accomplishing
deregistration now. See Item 1013(c) of Regulation M-A. We note
that
many of the costs associated with being a US reporting company are
not new.

Alternatives to the Transaction, page 8

9. We note that the Cookson Group recently terminated its ADR
facility. Discuss whether it considered waiting to see whether
this
step would result in allowing the company to become eligible for
deregistration without the necessity for "compulsory transfer
authority." If so, why did the Board choose this course of action
instead?

Vote Required for Approval of the Transaction - Ordinary Shares,
page
16

10. The language you use to describe the requisite percentage of
shares that must be voted to approve these amendments is
confusing.
Please clarify that the changes must be approved by 75% of the
shares
represented (in person or by proxy) at the Extraordinary General
Meeting, rather than 75% of the total shares outstanding.

Closing Comments

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all material information to investors.  In
responding to our comments above, please provide, in writing, a
statement from the Cookson Group plc acknowledging that:
* It is responsible for the adequacy and accuracy of the
disclosure
in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* It may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please revise your offer materials to comply with the comments
above.
If you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence
with
your Transaction Statement. The letter should note the location in
your amended disclosure document of changes made in response to
each
comment or otherwise.

Please be aware that we will likely have additional comments after
reviewing your amendment. If you would like to contact me, please
do
not hesitate to do so at (202) 551-3263

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
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James M. Bartos, Esq.
November 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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