Director Shareholding

Smiths Group PLC
23 May 2002

23 May 2002

The Company has today been informed by the trustee of the TI Group Jersey
Employee Share Trust (the 'Trustee') that, between 17 and 23 May 2002, its
interest in Ordinary Shares of 25p in Smiths Group plc had been reduced from
1,984,000 to 782,000, by the termination of the Trustee's right to acquire
1,202,000 Smiths shares and their sale at an average price of 859.88p per share.

The Trustee further notified the Company that, on 23 May 2002, it had sold
50,000 Smiths shares at 861.50p per share and now holds 732,000 shares.

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



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