Director Shareholding

Smiths Group PLC
04 December 2002

04 December 2002

Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: Keith Oliver Butler-Wheelhouse

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:

Holding of director

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 option under the Smiths Industries Senior Executive Deferred Share
Scheme and market sale of shares

7 Number of shares/amount of stock acquired: 11,841 shares

8 Percentage of issued class: <0.01%

9 Number of shares/amount of stock disposed: 4,748 shares

10 Percentage of issued class: <0.01%

11 Class of security: Ordinary shares of 25p

12 Price per share: 11,841 shares @ 0.1p (option exercise price) and 4,748
shares @ 723p (sale price)

13 Date of transaction: 04 December 2002

14 Date company informed: 04 December 2002

15 Total holding following this notification: 154,137 shares

16 Total percentage holding of issued class following this notification: 0.03%

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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