Holding in Company

Johnson,Matthey PLC
4 October 2000


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     Johnson Matthey plc

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     Schroder Investment Management Limited

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

     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.

     As per attached schedule

5)   Number of shares/amount of stock acquired.

     n/a

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     2,594,264

8)   (1.17%) of issued Class

9)   Class of security

     Ordinary £1 shares

10)  Date of transaction

     Not known

11)  Date company informed

     4 October 2000

12)  Total holding following this notification

     31,874,967
               
              
13)  Total percentage holding of issued class following this notification

     14.37%

14)  Any additional information



15)  Name of contact and telephone number for queries

     Lynne Cossey:    0207 269 8461

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

     Date of Notification .......4 October 2000.......................



Letter To:      Johnson Matthey plc
Letter Dated:   3 October 2000


JOHNSON MATTHEY PLC
£1 ORDINARY SHARES ('SHARES')

We write to advise you that we, Schroder Investment Management Limited, have an
interest in 31,592,124 shares which are held in portfolios managed by us on a
discretionary basis for clients under investment management agreements.

Included in this figure are:-

(i)   16,115,991 shares registered or to be registered in the name of our       
     wholly-owned subsidiary nominee company, Schroder Nominees Limited         
    (Schroder Nominees),

(ii)  1,710,443 shares held in (a) unit trust(s) operated and managed by        
     another wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and  
    registered or to be registered in the name of Chase Nominees Limited

(iii) 13,765,690 shares neither registered nor to be registered in the name
      of Schroder Nominees Limited. The registration details are shown on       
     Schedule A


Another affiliated company, Schroder Hermes, is managing 282,843 shares in (a)
portfolio(s) on a passive (index tracker) basis for clients under investment
management agreements. These shares are registered or to be registered in the
name of Chase Nominees Limited.

We believe that we and our subsidiary and affiliated company are therefore
interested in an overall aggregate of 31,874,967 shares, representing some
14.373% of the total number of shares in issue, namely 221,764,851 shares.

This notification is made to you:-

(a) in respect of our interest as investment managers and also by virtue of the
   fact that we are the parent company of SUTL,

(b) on behalf of SUTL in relation to the interest it is treated as having
   respectively under the Companies Act 1985 (the Act), and

(c) on behalf of Schroders plc., our holding company, which is treated as       
  having an interest in all of the above shares under the Act by virtue of its
   ownership of ourselves.

We shall be grateful if you will kindly confirm the total number of shares
currently in issue.

In addition please let us know whether your company or any of its subsidiaries
is either:-

(i)   authorised by any of the Financial Services Act 1986 (FSA) regulators,
      namely IMRO, PIA or SFA, or

(ii)  a listed money market institution under Section 43 FSA, or

(iii) an authorised insurance company.

                              
Letter From: Schroder Investment Management Limited



                               JOHNSON MATTHEY PLC
                               £1 ORDINARY SHARES
                                   SCHEDULE A

REGISTRATION                                                      AMOUNT

Bank of New York                                                  25,000
Banque Internationale du Luxembourg                               42,276
Banque Nationale De Paris                                          6,000
Bath Street Nominees Limited                                       5,756
British Coal Staff Superannuation Scheme (Client) Nominees Ltd   744,304
a/c: P
BT Globenet Nominees Limited a/c: 6B                             784,875
Chase Manhattan Bank                                             179,500
Chase Nominees Limited                                         2,419,622
Chase Nominees Limited a/c: F02391                               593,750
HSBC Bank International a/c 10096301                              28,000
HSBC Global Custody Nominee (UK) Ltd a/c: 771401                  32,000
Mineworkers Pension Scheme (Client) Nominees Limited 
 a/c: R                                                          320,474
Morgan Nominees Limited 'A' a/c                                   17,549
Morgan Nominees Limited 'B' a/c                                  217,761
Morgan Nominees Ltd a/c: GRL                                     116,000
MSS Nominees Limited a/c: 756593                                  96,012
MSS Nominees Limited a/c: 759371                                  22,100
MSS Nominees Limited a/c: 766653                                 469,000
HSBC Global Custody Nominees (UK) Limited a/c: 767412             13,000
HSBC Global Custody Nominees (UK) Limited a/c: 809955             39,000
MSS Nominees Limited a/c: 846435                                  49,200
MSS Nominees Limited a/c: 831286                               1,187,242
MSS Nominees Ltd a/c: 809797                                     145,924
MSS Nominees Ltd a/c: 809803                                      63,855
Network Nominees (Six) Ltd                                       612,900
Nortrust Nominees Limited                                      2,327,506
Nortrust Nominees Limited a/c: SRC 13                             38,250
Nortrust Nominees Limited a/c: BOCPF                             184,375
Nutraco Nominees Limited                                         214,696
Nutraco Nominees Ltd a/c: GWPPCIF                                344,600
Nutraco, Nominees Ltd a/c: GWPPMPS                                66,000
Pictet & Cie                                                     210,000
RBSTB Nominees Limited                                           239,850
RBSTB Nominees Ltd a/c ECC                                       225,375
RBSTB Nominees Ltd a/c ESPSBEB                                   247,621
RBSTB Nominees Ltd a/c: LAUR                                      20,000
RBSTB Nominees Ltd. a/c: AAUKPS                                   89,000
RBSTrust Bank Nominees Ltd a/c: SUNPEN                             2,500
Schroder Executor & Trustee Company Limited                      219,000
State Street Nominees Limited                                    345,400
State Street Nominees Limited a/c: 56A6                           32,480
State Street Nominees Limited a/c: 5H57                          108,000
State Street Nominees Limited a/c: 4L9Q                          100,000
Vidacos Nominees Ltd                                              59,812
                                                              13,305,565
Held by Schroders Offices Abroad

Hong Kong                                                        460,125

                                                                 460,125

Overall Total                                                 13,765,690