Director Shareholding

Smiths Group PLC
28 September 2001



        28 September 2001

        Schedule 11 - Notification of interests of Directors and Connected
        Persons

        1.     Name of company: Smiths Group plc

        2.     Names of directors:

        John Langston and David P Lillycrop

        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:

        Interests of Directors

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

        n/a

        5.     Please state whether notification relates to a person(s)
        connected with the director named in 2 above and identify the
        connected person(s): No

        6.     Please state the nature of the transaction. For PEP
        transactions please indicate whether general/single co PEP and if
        discretionary/non discretionary:

        As of 26 September 2001 Mr J Langston acquired a further interest
        in 125,000 shares and Mr D P Lillycrop acquired a further interest in
        100,000 shares.

        7.     Number of shares/amount of stock acquired: n/a

        8.     Percentage of issued class: n/a

        9.     Number of shares/amount of stock disposed: n/a

        10.     Percentage of issued class: n/a

        11.     Class of security: Ordinary shares of 25p

        12.     Price per share: Nil

        13.     Date of transaction: 26/09/2001

        14.     Date company informed: 26/09/2001

        15.     Total holding following this notification: n/a

        16.     Total percentage holding of issued class following this
        notification: n/a

        If a director has been granted options by the company, please
        complete the following fields:

        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.     Contact name for queries: Guy Norris

        24.     Contact telephone number: 020 8457 8326

        25.     Name of company official responsible for making notification:

        Neil Burdett - Assistant Secretary