Director Shareholding

Smiths Group PLC
8 April 2002


8 April 2002

Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: David Peter 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:

Holdings of director and spouse

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

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:

Exercise of share option, transfer by gift of shares and sales of shares by
director and spouse

7 Number of shares/amount of stock acquired: Mr D P Lillycrop - 9837 shares (of
which 6558 were transferred by gift to Mrs K L Lillycrop)

8 Percentage of issued class: <0.002%

9 Number of shares/amount of stock disposed: Mr D P Lillycrop - 3279 shares and
Mrs K L Lillycrop 6558 shares

10 Percentage of issued class: <0.001%

11 Class of security: Ordinary shares of 25p

12 Prices per share: Option exercise price - 612.95p; Share sale prices - 800p
(Mrs K L Lillycrop (3279 shares)) and 803p (Mr D P Lillycrop (3279 shares) and
Mrs K L Lillycrop (3279 shares))

13 Dates of transaction: 5 and 8 April 2002

14 Date company informed: 8 April 2002

15 Total holding following this notification: 70,158 shares

16 Total percentage holding of issued class following this notification: 0.013%

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

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