Director Shareholding

Smiths Group PLC
13 August 2001


13 August 2001

Schedule 11 - Notification of interests of Directors and Connected Persons

 1. Name of company: Smiths Group plc

 2. Name of director:

    Alan Matthew Thomson

 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

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

    Alan Matthew Thomson

 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:

    Exercise of option granted under the Smiths Industries 1982 SAYE Share
    Option Scheme

 7. Number of shares/amount of stock acquired: 3,015 shares

 8. Percentage of issued class: <0.001%

 9. Number of shares/amount of stock disposed: nil

10. Percentage of issued class: n/a

11. Class of security: Ordinary shares of 25p

12. Price per share: 572p (option exercise price)

13. Date of transaction: 04/07/2001

14. Date company informed: 04/07/2001

15. Total holding following this notification: 42,066

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

    0.008%

    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: Neil Burdett

24. Contact telephone number: 020 8457 8229

25. Name of company official responsible for making notification:

        Neil Burdett - Assistant Secretary