Director Shareholding

Johnson,Matthey PLC
25 February 2004


+To:        London Stock Exchange
            Via RNS




25 February 2004


Dear Sirs


NOTIFICATION OF SHARE PURCHASE


Johnson Matthey plc advises that Mourant & Co. Trustees Limited, as the trustee
of the Johnson Matthey Share Retention Trust (the 'Trust') made the following
share purchase in Johnson Matthey plc:



Date                                Number of Shares               Price

24 February 2004                    300,000                        933.94 pence



The Trust is for the benefit of Johnson Matthey employees and inter alia is used
to fund obligations arising under Johnson Matthey's executive share option
schemes and the Long Term Incentive Plan.


In so far as the executive directors of Johnson Matthey plc are beneficiaries
under the Trust, they have an interest in all the shares acquired.



Yours faithfully




A L Sanderson

Assistant Company Secretary




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