Director Shareholding

Smith (DS) PLC
19 August 2002


In pursuance of the Company's obligations under Section 329 of the Companies Act
1985 and Chapter 16, paragraphs 16.13(a) and 16.13(c) of the Listing Rules, I
hereby notify you of the following Directors share transactions which occurred
on 16 August 2002:

1)         The Directors listed below have notified the Company that they have become interested in the number of
           ordinary shares of 10p each of the Company indicated below as a result of a purchase by the David S. Smith
           Employee Benefit Trust Limited as Trustees of The David S. Smith Employee Benefit Trust ('the Trust'). These
           interests arise merely because the Directors are (together with other Group employees) potential
           beneficiaries of the Trust.

Director:                     Date of Transaction:          No. of Shares:                Price per Share:

A D Thorne )                  16 August 2002                260,060                       140.02p

D F Buttfield )

J P Williams)

The Trust now holds a total of 1,330,915 shares of the Company.

FOR AND ON BEHALF OF DS SMITH PLC

Company Official Responsible for making this notification: Carolyn Cattermole,
Company Secretary.

Date of this notification: 19 August 2002.


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