Director Shareholding

Smith (DS) PLC
03 August 2004


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 2 August 2004:

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'). With the exception of items referred to in
    sub-paragraph 2, below, 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  )
G M Morris  )    2 August 2004          527,606                   159p
J- P Loison )

The Trust now holds a total of 2,210,591 shares of the Company.

2)  The Directors listed below have notified the Company that the following
    awards have been granted as part of the Company's Restricted Share Plan
    ('the Plan') as a result of which each of them have been granted options to
    acquire from the Trust the number of ordinary shares of 10p each of the
    Company indicated below (which are also included in paragraph 1 above) for a
    total consideration of £1 payable by each Director to the Company subject to
    the conditions set out in the rules of the Plan.

The grants under the Plan referred to above are normally exerciseable on the
third anniversary of the date of grant being 2 August 2007.

Director:              Date of Grant:               No. of Shares:

A D Thorne )           2 August 2004                43,610
G M Morris )                                        25,948
J-P Loison )                                        58,189

FOR AND ON BEHALF OF DS SMITH PLC

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

Date of this notification: 3 August 2004.

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