Director Shareholding

Smiths Group PLC
22 March 2005

22 March 2005

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:

     Holding of director
     
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): No

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 granted under the TI Group 1999 Executive Share Option 
     Scheme and market sale of shares
     
7    Number of shares/amount of stock acquired: 106,246 shares

8    Percentage of issued class: < 0.02%

9    Number of shares/amount of stock disposed: 106,246 shares

10   Percentage of issued class: <0.02%

11   Class of security: Ordinary shares of 25p

12   Price per share: 661.23p (option price) and 835.3458p (sale price)

13   Date of transaction: 21 March 2005

14   Date company informed: 21 March 2005

15   Total holding following this notification: 77,754 shares

16   Total percentage holding of issued class following this notification:
     <0.02%

If a director has been granted options by the company, please complete the
following fields:
     
17   Date of grant: n/a

18   Period during which or date on which exercisable: n/a

19   Total amount paid (if any) for grant of the option: n/a

20   Description of shares or debentures involved: class, number: n/a

21   Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise: n/a
     
22   Total number of shares or debentures over which options held
     following this notification: n/a

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


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