Directors' Notification of Dealing in Shares

Oxford Instruments PLC
23 June 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    OXFORD INSTRUMENTS PLC


2)  NAME OF DIRECTOR

    SIR MARTIN FRANCIS WOOD


3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

    DIRECTOR NAMED 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. (If notified)

    SIR MARTIN FRANCIS WOOD


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

    PURCHASE OF SHARES ON THE OPEN MARKET


7)  Number of shares/amount of stock acquired

    50,000


8)  Percentage of issued Class

    0.10%


9)  Number of shares/amount of stock disposed

    N/A


10) Percentage of issued Class

    N/A


11) Class of security

    ORDINARY SHARES OF 5P EACH


12) Price per share

    185P


13) Date of transaction

    22 JUNE 2000


14) Date company informed

    23 JUNE 2000


15) Total holding following this notification

    3,156,030


16) Total percentage holding of issued class following this notification

    6.60%


     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

    JO YOUNG 01865 881437


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

    Date of Notification:  23 JUNE 2000