Director Shareholding

Johnson,Matthey PLC
22 February 2001


                       DEALINGS BY DIRECTORS

1)  NAME OF COMPANY

    Johnson Matthey PLC


2)  NAME OF DIRECTOR

    C R N Clark
    N A P Carson
    D W Morgan
    J N Sheldrick
    D G Titcombe


3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

    As above
    

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

    Noble Lowndes Settlement Trustees Ltd as the Trustee of the Johnson Matthey 
    UK Employee Share Participation Scheme.


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

    Regular monthly acquisition of shares via the Johnson Matthey Employee 
    Share Participation Scheme

7)  Number of shares/amount of
    stock acquired

    C R N Clark     126
    N A P Carson    126
    D W Morgan      128
    J N Sheldrick   128
    D G Titcombe    126


8)   (Less than 0.01%)
    of issued Class

    
9)  Number of shares/amount
    of stock disposed

    n/a

10)  ( N/A %)
    of issued Class


11) Class of security

    Ordinary £1 shares


12) Price per share

    £10.53

13) Date of transaction

    21 February 2001

14) Date company informed

    22 February 2001

15) Total holding following this notification

    C R N Clark     24,584
    N A P Carson    18,115
    D W Morgan      16,804
    J N Sheldrick   33,551
    D G Titcombe    37,603


16) Total percentage holding of issued class following this notification

    0.06%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

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) Any additional information



24) Name of contact and telephone number for queries

    Simon Farrant
    020 7269 8417

25) Name and signature of authorised company official responsible for
    making this notification

   Date of Notification  22 January 2001