Director Shareholding

Smiths Group PLC
20 April 2001


20 April 2001

Schedule 11 - Notification of interests of Directors and Connected Persons

1     Name of company: Smiths Group plc

2     Names of directors:

     Keith Butler-Wheelhouse

     John Ferrie

     Lawrence Kinet

     John Langston

     David Lillycrop

     Einar Lindh

     Alan Thomson

3     Please state whether notification indicates that it is in respect of
holding of the director named in 2 above or holding of that person's spouse or
children under the age of 18 or in respect of a non-beneficial interest: n/a

4     Name of 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:

Grant of share options under Section B of the Smiths Industries 1995 Executive
Share Option Scheme.

7     Number of shares/amount of stock acquired: n/a

8     Percentage of issued class: n/a

9     Number of shares/amount of stock disposed: n/a

10     Percentage of issued class: N/A

11     Class of security: Ordinary shares of 25p

12     Price per share: N/A

13     Date of transaction:

14     Date company informed: N/A

15     Total holding following this notification: n/a

16     Total percentage holding of issued class following this notification: 
n/a

If a director has been granted options by the company, please complete the
following fields:

17     Date of grant: 19/04/2001

18     Period during which or date on which exercisable: 19/04/2004 to 
19/04/2011

19     Total amount paid (if any) for grant of the option: Nil

20     Description of shares or debentures involved: class, number: Ordinary
shares of 25p
Director                                                       Shares
Keith Butler-Wheelhouse                                        47,800
John Ferrie                                                    42,700
Lawrence Kinet                                                 42,700
John Langston                                                  42,700
David Lillycrop                                                42,700
Einar Lindh                                                    29,400
Alan Thomson                                                   26,250



21     Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise:

790p per share

22     Total number of shares or debentures over which options held following
this notification:
Director                                                     Shares
Keith Butler-Wheelhouse                                      447,963
John Ferrie                                                  130,019
Lawrence Kinet                                               135,741
John Langston                                                461,041
David Lillycrop                                              457,128
Einar Lindh                                                  274,264
Alan Thomson                                                 278,609

23     Contact name for queries: Neil Burdett

24     Contact telephone number: 020 8457 8229

25     Name of company official responsible for making notification:

Neil Burdett - Assistant Secretary