Director Shareholding

Johnson,Matthey PLC
28 January 2004


To:          London Stock Exchange

               Via RNS


28 January 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

28 January 2004              1,100,000                 9.4314 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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