Director Shareholding

Smiths Group PLC
1 May 2001

01 May 2001

Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: David Peter Lillycrop

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:

Holdings of director (excluding technical interest of director as a
discretionary beneficiary under shares held by employee share trusts)

4 Name of registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified): David Peter Lillycrop

5 Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s): No

6 Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary:
Market sale

7 Number of shares/amount of stock acquired: Nil

8 Percentage of issued class: n/a

9 Number of shares/amount of stock disposed: 6750 shares

10 Percentage of issued class: 0.001%

11 Class of security: Ordinary shares of 25p

12 Price per share: 825p

13 Date of transaction: 01/05/2001

14 Date company informed: 01/05/2001

15 Total holding following this notification: 68,158 shares (+ technical
interest in 7,333,955 shares in trusts (see additional information))

16 Total percentage holding of issued class following this notification:
0.012% (excluding trust interest)



Additional information:

Mr D P Lillycrop has a technical interest, as a discretionary beneficiary
under the TI Group Jersey Employee Share Trust and the TI Group Employee Share
Trust (the 'Trusts'), in 7,333,955 ordinary shares in the Company held by or
for the Trusts. The Trusts are used to satisfy certain entitlements for TI
Group employees arising under TI's employee share programme.