Director Shareholding

Johnson,Matthey PLC
2 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 M 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

    ALLOCATION OF SHARES UNDER THE JOHNSON MATTHEY LONG TERM INCENTIVE PLAN
    (LTIP)

7)  Number of shares/amount of
    stock acquired

    C R N CLARK     - 63,886
    N A P CARSON    - 20,251
    D W M MORGAN    - 18,901
    J N SHELDRICK   - 27,001
    D G TITCOMBE    - 28,640

8)   (0.07 %)
    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

    £10.37

13) Date of transaction

    1 AUGUST 2001

14) Date company informed

    1 AUGUST 2001

15) Total holding following this notification

                             SHARES     OPTIONS      LTIP ALLOCATIONS

    C R N CLARK              25,230     136,400      194,272
    N A P CARSON             18,762      53,390       68,758
    D W M MORGAN             17,448     138,399       65,401
    J N SHELDRICK            34,205     124,518       98,209
    D G TITCOMBE             38,249     110,548      103,424

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

    Ms LYNNE COSSEY - 020 7269-8461

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


    Date of Notification           1 AUGUST 2001