Holding in Company

SCHEDULE 10                                                      

                                       NOTIFICATION OF MAJOR INTERESTS IN SHARES                                       

1. Name of company

Smiths Group plc                                                       
2. Name of shareholder having a major interest

Franklin Resources, Inc.                                               
3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or
in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18

Notification by Franklin Resources, Inc. and its affiliates which      
includes Franklin Mutual Advisers, LLC; and Templeton Worldwide, Inc.  
and its affiliates.                                                    
4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them

Bankers Trust Company              304,320             
Bank of New York Europe Ltd        14,900               
Bank of New York, London           141,756              
Chase Nominees Ltd                 31, 006,419          
Citibank Nominees Ltd              105,290              
Clydesdale Bank PLC                925,361              
Deutsche Bank AG                   269,020              
HSBC Bank                          46,910               
Merrill Lynch                      973,380              
Northern Trust Company             175,620              
Royal Trust Corp of Canada         3,178,918            
State Street Nominees Limited      1,885,367            
5. Number of shares / amount of stock acquired

Not disclosed                                                          
6. Percentage of issued class

N/A                                                                    
7. Number of shares / amount of stock disposed

Not disclosed                                                          
8. Percentage of issued class

N/A                                                                    
9. Class of security

Ordinary shares of 25p                                                 
10. Date of transaction

Not disclosed                                                          
11. Date company informed

4 October 2002                                                         
12. Total holding following this notification

39,027,261                                                             
13. Total percentage holding of issued class following this notification

6.9889%                                                                
14. Any additional information

15. Name of contact and telephone number for queries

Guy Norris 020 8457 8326                                               
16. Name and signature of authorised company official responsible for making this notification

Richard Bayliss                                                        
Date of notification

7 October 2002