Director Shareholding

Johnson,Matthey PLC
1 August 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    JOHNSON MATTHEY PLC

2)  NAME OF DIRECTOR

    (1) Mr C R N CLARK
    (2) Mr N A P CARSON
   
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 or in respect of an non-beneficial interest

    AS ABOVE

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

    (1) Mr C R N CLARK
    (2) Mr N A P CARSON

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

    (1) Mr C R N CLARK EXERCISE OF OPTIONS OVER 52,077 SHARES
    (2) Mr C R N CLARK SALE OF 52,077 SHARES
    (3) Mr N A P CARSON EXERCISE OF OPTIONS OVER 37,832 SHARES
    (4) Mr N A P CARSON SALE OF 37,832 SHARES


7)  Number of shares/amount of
    stock acquired

    (1) Mr C R N CLARK   52,077
    (2) Mr N A P CARSON  37,832

8)   (0.04%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    (1) Mr C R N CLARK   52,077
    (2) Mr N A P CARSON  37,832

    
10)  (0.04%)
    of issued Class



11) Class of security

    ORDINARY £1 SHARES

12) Price per share

    OPTION EXERCISE PRICE  (1) Mr C R N CLARK        52,077 @ 578.89p
                           (2) Mr N A P CARSON        8,758 @ 574.50p
                                                     17,500 @ 553.00p
                                                     11,574 @ 556.00p

    SHARE SALE PRICE       (1) Mr C R N CLARK        52,077 @1028.82p
                           (2) Mr N A P CARSON       37,832 @1028.82p

13) Date of transaction

    31 JULY 2001

14) Date company informed

    31 JULY 2001

15) Total holding following this notification

                           Shares     Options     LTIP 
    Mr C R N CLARK         25,230     136,400     130,386

    Mr N A P CARSON        18,762      53,390      48,507

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 BOXES

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) Any additional information



24) Name of contact and telephone number for queries

    Ms LYNNE COSSEY - 020 7269 8461

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification    1 AUGUST 2001