Director Shareholding

Johnson,Matthey PLC
1 August 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 IN 2 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)

    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

    VESTING AND SALE OF SHARES UNDER THE JOHNSON MATTHEY LONG TERM INCENTIVE
    PLAN (LTIP)

7)  Number of shares/amount of
    stock acquired

    C R N CLARK         69,686
    N A P CARSON         8,833
    D W MORGAN           8,761
    J N SHELDRICK       38,676
    D G TITCOMBE        38,676

8)   (0.07%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    C R N CLARK         69,686
    N A P CARSON         8,833
    D W MORGAN           8,761
    J N SHELDRICK       38,676
    D G TITCOMBE        38,676

10)  (0.07%)
    of issued Class



11) Class of security

    ORDINARY £1 SHARES

12) Price per share

    LTIP AWARD PRICE      C R N CLARK         69,686   @ 574.00p
                          N A P CARSON         8,833   @ 574.00p
                          D W MORGAN           8,761   @ 574.00p
                          J N SHELDRICK       38,676   @ 574.00p
                          D G TITCOMBE        38,676   @ 574.00p

    LTIP SALE PRICE       C R N CLARK         69,686   @1028.82p
                          N A P CARSON         8,833   @1028.82p
                          D W MORGAN           8,761   @1028.82p
                          J N SHELDRICK       38,676   @1028.82p
                          D G TITCOMBE        38,676   @1028.82p

13) Date of transaction

    31 JULY 2001

14) Date company informed

    31 JULY 2001

15) Total holding following this notification

                        Shares     Options     LTIP allocations

    C R N CLARK         25,230     188,477     130,386
    N A P CARSON        18,762      91,222      48,507
    D W MORGAN          17,448     138,399      46,500
    J N SHELDRICK       34,205     124,518      71,208
    D G TITCOMBE        38,249     110,548      74,784

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

    

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

    Date of Notification    1 AUGUST 2001