Director Shareholding

Johnson,Matthey PLC
17 January 2002

                       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     142
         N A P CARSON    142
         D W MORGAN      142
         J N SHELDRICK   142
         D G TITCOMBE    142


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

     £9.39

13) Date of transaction

     16 JANUARY 2002

14) Date company informed

     17 JANUARY 2002

15) Total holding following this notification
         
         C R N CLARK      26,094
         N A P CARSON     19,627
         D W MORGAN       18,312
         J N SHELDRICK    35,098
         D G TITCOMBE     32,899


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

     LYNNE COSSEY 
     020 7269 8461

25) Name and signature of authorised company official responsible for
    making this notification    LYNNE COSSEY     020 7269 8461

    Date of Notification      17 JANUARY 2002