Director Shareholding

Johnson,Matthey PLC
20 December 2001


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    JOHNSON MATTHEY PLC

2)  NAME OF DIRECTOR
     
    C R N CLARK
    N A P CARSON
    D W MORGAN
    J N SHELDRICK
    D G TITCOMBE

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 an non-beneficial interest

    AS 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)

    NOBLE LOWNDES SETTLEMENT TRUSTEES LTD AS THE TRUSTEE OF THE JOHNSON
    MATTHEY UK EMPLOYEE SHARE PARTICIPATION SCHEME

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

    REGULAR MONTHLY ACQUISITION OF SHARES VIA THE JOHNSON MATTHEY EMPLOYEE
    SHARE PARTICIPATION SCHEME

7)  Number of shares/amount of
    stock acquired

    C R N CLARK        148
    N A P CARSON       146
    D W MORGAN         146
    J N SHELDRICK      146
    D G TITCOMBE       148

8)   (LESS THAN 0.01%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    N/A

10)  ( N/A %)
    of issued Class



11) Class of security

    ORDINARY £1 SHARES

12) Price per share

    £9.11

13) Date of transaction

    19 DECEMBER 2001

14) Date company informed

    20 DECEMBER 2001

15) Total holding following this notification

    C R N CLARK       29,952
    N A P CARSON      19,485
    D W MORGAN        18,170
    J N SHELDRICK     34,956
    D G TITCOMBE      38,971   

16) Total percentage holding of issued class following this notification

    0.06%

     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

    LYNNE COSSEY - 020 7269-8461

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

    Date of Notification     20 DECEMBER 2001