Director Shareholding

Smiths Group PLC
20 March 2002



The Company has today been informed by the trustee of the TI Group Jersey
Employee Share Trust (the 'Trustee') that between 13 and 19 March 2002 its
interest in Ordinary Shares of 25p in Smiths Group plc had been reduced from
6,609,410 to 4,834,000 by the termination of the Trustee's right to acquire a
total of 1,775,410 Smiths shares,and their sale at an average price of 762p per
share.

As a consequence of the sale, the technical interest that two directors of
Smiths Group plc, (Messrs J Langston and DP Lillycrop), have in the shares held
by the Trustee has reduced accordingly.


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