Director Shareholding

Smiths Group PLC
22 November 2001


22 November 2001

Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: Keith Oliver Butler-Wheelhouse

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):

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:

Market purchase of shares; grant of option under the Smiths Industries Senior
Executive Deferred Share Scheme; and exercise of options under the Smiths
Industries Senior Executive Deferred Share Scheme

7 Number of shares/amount of stock acquired: 62201 shares

8 Percentage of issued class: 0.01%

9 Number of shares/amount of stock disposed: Nil

10 Percentage of issued class: n/a

11 Class of security: Ordinary shares of 25p

12 Price per share: 38758 shares @ 674p (market purchase) and 23443 shares @
0.1p (exercise of options)

13 Date of transaction: 22 November 2001

14 Date company informed: 22 November 2001

15 Total holding following this notification: 117537 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: 22/11/2001

18 Period during which or date on which exercisable: 22/11/2004 to 22/10/2008

19 Total amount paid (if any) for grant of the option: Nil

20 Description of shares or debentures involved: class, number: ordinary
shares, 38758

21 Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 0.1p

22 Total number of shares or debentures over which options held following this
notification: 463278 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





Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: John Ferrie

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):

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:

Market purchase of shares and grant of option under the Smiths Industries
Senior Executive Deferred Share Scheme

7 Number of shares/amount of stock acquired: 22438 shares

8 Percentage of issued class: <0.01%

9 Number of shares/amount of stock disposed: Nil

10 Percentage of issued class: n/a

11 Class of security: Ordinary shares of 25p

12 Price per share: 674p

13 Date of transaction: 22 November 2001

14 Date company informed: 22 November 2001

15 Total holding following this notification: 22438 shares

16 Total percentage holding of issued class following this notification: <
0.01%

If a director has been granted options by the company, please complete the
following fields:

17 Date of grant: 22/11/2001

18 Period during which or date on which exercisable: 22/11/2004 to 22/10/2008

19 Total amount paid (if any) for grant of the option: Nil

20 Description of shares or debentures involved: class, number: ordinary
shares, 22438

21 Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 0.1p

22 Total number of shares or debentures over which options held following this
notification: 155232 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







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):

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:

Market purchase of shares; market sale of shares; and grant of option under
the Smiths Industries Senior Executive Deferred Share Scheme

7 Number of shares/amount of stock acquired: 20697 shares

8 Percentage of issued class: <0.01%

9 Number of shares/amount of stock disposed: 18697 shares

10 Percentage of issued class: <0.1%

11 Class of security: Ordinary shares of 25p

12 Price per share: 674p

13 Date of transaction: 22 November 2001

14 Date company informed: 22 November 2001

15 Total holding following this notification: 70158 shares

16 Total percentage holding of issued class following this notification: 0.01%

If a director has been granted options by the company, please complete the
following fields:

17 Date of grant: 22/11/2001

18 Period during which or date on which exercisable: 22/11/2004 to 22/10/2008

19 Total amount paid (if any) for grant of the option: Nil

20 Description of shares or debentures involved: class, number: ordinary
shares, 20697

21 Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 0.1p

22 Total number of shares or debentures over which options held following this
notification: 477825 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





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:

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):

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:

Market purchase of shares; market sale of shares; and grant of option under
the Smiths Industries Senior Executive Deferred Share Scheme

7 Number of shares/amount of stock acquired: 11610 shares

8 Percentage of issued class: <0.01%

9 Number of shares/amount of stock disposed: 10110 shares

10 Percentage of issued class: <0.1%

11 Class of security: Ordinary shares of 25p

12 Price per share: 674p

13 Date of transaction: 22 November 2001

14 Date company informed: 22 November 2001

15 Total holding following this notification: 35084 shares

16 Total percentage holding of issued class following this notification: <
0.01%

If a director has been granted options by the company, please complete the
following fields:

17 Date of grant: 22/11/2001

18 Period during which or date on which exercisable: 22/11/2004 to 22/10/2008

19 Total amount paid (if any) for grant of the option: Nil

20 Description of shares or debentures involved: class, number: ordinary
shares, 11610

21 Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 0.1p

22 Total number of shares or debentures over which options held following this
notification: 278045 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







Schedule 11 - Notification of interests of Directors and Connected Persons

1 Name of company: Smiths Group plc

2 Name of director: Alan Matthew Thomson

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):

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:

Market purchase of shares; market sale of shares; exercise of option under the
Smiths Industries Senior Executive Deferred Share Scheme; and grant of option
under the Smiths Industries Senior Executive Deferred Share Scheme

7 Number of shares/amount of stock acquired: 22044 shares

8 Percentage of issued class: <0.01%

9 Number of shares/amount of stock disposed: 12584 shares

10 Percentage of issued class: <0.1%

11 Class of security: Ordinary shares of 25p

12 Price per share: 4000 shares net @ 674p (net market purchase) and 5460
shares @ 0.1p (exercise of option)

13 Date of transaction: 22 November 2001

14 Date company informed: 22 November 2001

15 Total holding following this notification: 51526 shares

16 Total percentage holding of issued class following this notification: <
0.01%

If a director has been granted options by the company, please complete the
following fields:

17 Date of grant: 22/11/2001

18 Period during which or date on which exercisable: 22/11/2004 to 22/10/2008

19 Total amount paid (if any) for grant of the option: Nil

20 Description of shares or debentures involved: class, number: ordinary
shares, 16584

21 Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise: 0.1p

22 Total number of shares or debentures over which options held following this
notification: 294953 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





Additional information:
As previously announced, Mr D P Lillycrop also has a contingent interest in 
100,000 ordinary shares.

Mr J Langston and Mr D P Lillycrop both have a technical interest in 7,161,789
ordinary shares as discretionary beneficiaries 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 under granted under the TI
Group share option schemes.