Director Shareholding

Smiths Group PLC
09 May 2003

09 May 2003

Schedule 11 - Notification of interests of Directors and Connected Persons

1          Name of company: Smiths Group plc

2          Names of directors:

Keith Oliver Butler-Wheelhouse

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: 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:

Grants of share options under the Smiths Industries (1982) SAYE 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: n/a

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: 08/05/2003

18         Period during which or date on which exercisable:

Keith Oliver Butler-Wheelhouse - 01/08/2008 to 01/02/2009

David Peter Lillycrop - 01/08/2008 to 01/02/2009

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,

Keith Oliver Butler-Wheelhouse - 2,964 shares

David Peter Lillycrop - 1,185 shares

21         Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise: 554p per share

22         Total number of shares or debentures over which options held
following this notification:

Keith Oliver Butler-Wheelhouse - 882,605 shares

David Peter Lillycrop -   - 647,039 shares

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



Additional information:

As previously announced, Mr D P Lillycrop has a technical interest in 438,569
ordinary shares as a discretionary beneficiary under the TI Group Jersey
Employee Share Trust and the TI Group Employee Share Trust. These shares may be
transferred to employees who exercise options granted under the TI Group share
option schemes.


                      This information is provided by RNS
            The company news service from the London Stock Exchange