Holding in Company

Johnson,Matthey PLC
16 January 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     Johnson Matthey plc

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     Schroder Investment Management Limited

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

     As in 2 above

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     As per schedule below

5)   Number of shares/amount of stock acquired.

     N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     3,090,543

8)   (1.4%) of issued Class

9)   Class of security

     ORDINARY £1 SHARES

10)  Date of transaction

     NOT KNOWN

11)  Date company informed

     16 January 2001

12)  Total holding following this notification

     28,784,424
                             
13)  Total percentage holding of issued class following this notification

     12.945%

14)  Any additional information



15)  Name of contact and telephone number for queries

     Lynne Cossey: 020 7269 8461

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

Lynne Cossey

     Date of Notification: 16 January 2001

Letter to Johnson Matthey plc

JOHNSON MATTHEY PLC
£1 ORDINARY SHARES ('SHARES')

We  write to advise you that we, Schroder Investment Management Limited, have an
interest in 28,489,128 shares which are held in portfolios managed by  us  on  a
discretionary basis for clients under investment management agreements.

Included in this figure are:

(i)  14,483,039 shares registered or to be registered in the name of our
     wholly-owned subsidiary nominee company, Schroder Nominees Limited
     (Schroder Nominees),

(ii) 1,727,977 shares held in (a) unit trust(s) operated and managed by another 
     wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and          
     registered or to be registered in the name of Chase Nominees Limited

(iii)12,278,112 shares neither registered nor to be registered in the  name
     of Schroder Nominees Limited. The registration details are shown on        
     Schedule A.

Another affiliated company, Schroder Hermes, is managing 295,296 shares  in
(a)  portfolio(s)  on  a passive (index tracker) basis for clients  under       
     investment management  agreements. These shares are registered or to be    
     registered in the name of Chase Nominees Limited.

We  believe  that  we  and our subsidiary and affiliated company  are  therefore
interested  in  an  overall aggregate of 28,784,424 shares,  representing  some
12.945% of the total number of shares in issue, namely 222,352,726 shares.

This notification is made to you:-

(a)  in respect of our interest as investment managers and also by virtue of the
     fact that we are the parent company of SUTL.

(b)  on  behalf of SUTL, Schroder Hermes in relation to the interest it is      
     treated as having respectively under the Companies Act 1985 (the Act), and

(c)  on  behalf of Schroders plc., our holding company, which is treated as     
     having an interest  in  all  of the above shares under the Act  by  virtue 
     of  its ownership of ourselves.

                               JOHNSON MATTHEY PLC
                                £1 ORDINARY SHARES
                                   SCHEDULE A

REGISTRATION                                                        AMOUNT

Bank of New York                                                    25,000
Banque Internationale du Luxembourg                                 42,276
Banque Nationale De Paris                                            6,000
Bath Street Nominees Limited                                         5,756
British Coal Staff Superannuation Scheme (Client) Nominees Ltd     744,304
a/c: P
BT Globenet Nominees Limited a/c: 6B                               760,000
Chase Manhattan Bank                                               161,100
Chase Nominees Limited                                           1,650,707
Chase Nominees Limited a/c F02391                                  593,750
Deutsche Bank                                                       29,875
HSBC Bank International a/c 10096301                                28,000
HS8C Global Custody Nominee (UK) Ltd a/c 771401                     32,000
Mineworkers Pension Scheme (Client) Nominees Limited a/c R         320,474
Morgan Nominees Limited 'A' a/c                                      7,820
Morgan Nominees Limited 'B' a/c                                    217,761
Morgan Nominees Ltd a/c GRL                                        116,000
MSS Nominees Limited a/c 756593                                     96,012
MSS Nominees Limited a/c 759371                                     22,100
MSS Nominees Limited a/c 766653                                    469,000
HSBC Global Custody Nominees (UK) Limited a/c 767412                13,000
HSBC Global Custody Nominees (UK) Limited a/c 809955                39,000
MSS Nominees Limited a/c 846435                                     52,007
MSS Nominees Limited a/c 831286                                  1,041,597
MSS Nominees Ltd a/c 809797                                        141,976
MSS Nominees Ltd a/c 809803                                         58,966
Network Nominees (Six) Ltd                                         612,900
Nortrust Nominees Limited                                        2,248,006
Nortrust Nominees Limited a/c SRC13                                 26,250
Nortrust Nominees Limited a/c BOCPF                                184,375
Nutraco Nominees Limited                                           212,196
Nutraco Nominees Ltd a/c GWPPCIF                                   344,600
Nutraco Nominees Lid a/c GWPPMPS                                    66,000
Pictet & Cie                                                       144,000
RBSTB Nominees Limited                                             265,450
RBSTB Nominees Ltd a/c ECC                                         151,000
RBSTB Nominees Ltd a/c ESPSBEB                                     211,692
RBSTB Nominees Ltd a/c LAUR                                         20,000
RBSTB Nominees Ltd a/c AAUKPS                                       61,000
RBSTrust Bank Nominees Ltd a/c SUNPEN                                2,500
Royal Bank of Scotland                                              10,020
Schroder Executor & Trustee Company Limited                        137,800
State Street Nominees Limited                                      345,400
State Street Nominees Limited a/c 4L9Q                             100,000
Vidacos Nominees Ltd                                                59,812

                                                                11,877,482

Held by Schroders Offices Abroad

Hong Kong                                                          400,630

Overall Total                                                   12,278,112