Director Shareholding

Smiths Group PLC
10 May 2002

10 May 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: n/a

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): 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:

Grant of share option under the Smiths Industries 1982 SAYE Share Option Scheme.

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: n/a

13     Date of transaction: n/a

14     Date company informed: n/a

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: 09/05/2002

18     Period during which or date on which exercisable: 01/08/2007 to 01/02/
2008

19     Total amount paid (if any) for grant of the option: Nil

20     Description of shares or debentures involved: class, number: Ordinary
shares of 25p, 1539

21     Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 645p per share

22     Total number of shares or debentures over which options held following
this notification: 542756

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



Additional information:

An option over 1,212 shares, granted to Mr Lillycrop in 1996 under the TI Group
(1994) Savings Related Share Option Scheme, has lapsed through not being
exercised. As previously announced, Mr D P Lillycrop has a contingent interest
in 100,000 ordinary shares. Mr Lillycrop also has a technical interest in
1,984,000 ordinary shares as a discretionary beneficiary under the TI Group
Jersey Employee Share Trust and the TI Group Employee Share Trust. These shares
may be transferred to employees who exercise options granted under the TI Group
share option schemes.



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