AGM Statement-Replacement

Smiths Industries PLC
14 November 2000

This announcement replaces announcement released today, RNS Number 1150U at
16:56 under AGM Statement.

The last paragraph has been deleted.

14 November 2000

               Smiths Industries Plc





Ordinary resolution :

* That, in accordance with Article 6 of the Articles of Association of the
Company, the directors be and are hereby authorised to allot relevant
securities having a nominal value not exceeding £20,696,174 in aggregate (such
authority to expire on the day falling five years after the passing of this
resolution) and that all previous authorities under section 80 of the
Companies Act 1985 are hereby revoked and shall henceforth cease to have
effect.

Special resolutions :

* That, in accordance with Article 7 of the Articles of Association of the
Company, the directors be and are hereby authorised to allot equity securities
for cash, and for the purposes described in paragraph (b) of Article 7, the
nominal amount to which this power is limited shall be £3,965,191 (such
authority to expire on the day falling five years after the passing of this
resolution).

* That the Company is hereby generally and unconditionally authorised to make
market purchases (within the meaning of section 163 of the Companies Act 1985)
of ordinary shares of 25p each in the capital of the Company ('ordinary
shares') provided that :

(a) the maximum number of ordinary shares hereby authorised to

be purchased is 15,860,765;

(b) the minimum price which may be paid for an ordinary share is

25p per ordinary share;

(c) the maximum price which may be paid for an ordinary share is

an amount equal to 105 per cent of the average middle market quotations for an
ordinary share, as derived from the London Stock Exchange Daily Official List,
for the ten business days immediately preceding the day on which the ordinary
share is purchased;

(d) the authority hereby conferred shall expire at the

conclusion of the next general meeting of the Company, unless such authority
is renewed at such time ; and

(e) the Company may make a contract to purchase ordinary shares

under the authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiry of such
authority and may make a purchase in pursuance of any such contract.