Director Shareholding

Smiths Group PLC
10 July 2002


10 July 2002

Schedule 11 - Notification of interests of Directors and Connected Persons

 1. Name of company: Smiths Group plc

 2. Name of director:

    Einar Lindh

 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

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

    Einar Lindh

 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:

    Exercise of option under the Smiths Industries Senior Executive Deferred
    Share Scheme

 7. Number of shares/amount of stock acquired: 3,105

 8. Percentage of issued class: <0.001%

 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: Exercise price 0.1p per share

13. Date of transaction: 10/07/2002

14. Date company informed: 10/07/2002

15. Total holding following this notification: 38,189

16. Total percentage holding of issued class following this notification: 0.007%


    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: Neil Burdett

24. Contact telephone number: 020 8457 8229

25. Name of company official responsible for making notification: Neil Burdett -
    Assistant Secretary


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