UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-21784
Cookson Group plc
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(Exact name of registrant as specified in its charter)
265 Strand, London, England WC2R 1DB, (011-44-20) 7061-6500
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Ordinary Shares of 10 pence each
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) ( ) Rule 12h-3(b)(1)(i) ( )
Rule 12g-4(a)(1)(ii) ( ) Rule 12h-3(b)(1)(ii) ( )
Rule 12g-4(a)(2)(i) ( X ) Rule 12h-3(b)(2)(i) ( X )
Rule 12g-4(a)(2)(ii) ( ) Rule 12h-3(b)(2)(ii) ( )
Rule 15d-6
Approximate number of holders of record as of the certification or
notice date: 270
Pursuant to the requirements of the Securities Exchange Act of 1934
Cookson Group plc has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
Date: February 21, 2006 By: /s/ Richard Malthouse
Richard Malthouse
Group Secretary