Director Shareholding

Smiths Group PLC
01 October 2001


        01 October 2001

        Schedule 11 - Notification of interests of Directors and Connected
        Persons

        1.     Name of company: Smiths Group plc

        2.     Name of director:

             John Langston

        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:

             Director and Director's spouse

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

            Mr J Langston (25,108 shares) and Mrs M P J Langston (35,162 shares)
            (prior to the transfer referred to in 6. below)

        5.     Please state whether notification relates to a person(s)
        connected with the director named in 2 above and identify the
        connected person(s):

             Notification relates to Mr Langston's wife

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

             Mr Langston has transferred 25,108 shares as a gift for no
        consideration to his wife.

        7.     Number of shares/amount of stock acquired: see 6.

        8.     Percentage of issued class: <0.005%

        9.     Number of shares/amount of stock disposed: see 6.

        10.     Percentage of issued class: see 8.

        11.     Class of security: Ordinary shares of 25p

        12.     Price per share: Nil

        13.     Date of transaction: 01/10/2001

        14.     Date company informed: 01/10/2001

        15.     Total holding following this notification: 60,270 (unchanged)

        16.     Total percentage holding of issued class following this
        notification: <0.011%

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

        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.     Contact name for queries: Guy Norris

        24.     Contact telephone number: 020 8457 8326

        25.     Name of company official responsible for making notification:

             Neil Burdett - Assistant Secretary