Directors Share Transactions

Smith(David S)(Holdings) PLC
31 July 2000


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 31 July 2000:-

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
     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.

     Directors        Date of       No. of      Price per   Transaction
                      Transaction   Shares      share 

     J P Williams)    31 July    91,764      169p        Purchase
     D F Buttfield )  2000
     J S Russell )    
     E C Smith
     and  )
     O A Stratton )
     
     The Trust now holds a total of 599,375 shares of the Company.
     
2)   The Directors listed below have today notified the Company that
     the following awards have been made under the Company's Long Term
     Incentive 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 subject to the conditions set out
     in the rules of the Plan.

     The grants under the Plan referred to above are normally
     exercisable on the third anniversary of the date of grant, being
     31 July 2003.
     
     Director             Date of Grant       No. of Shares
     J P Williams         31 July 2000        68,343
     D F Buttfield        31 July 2000        34,615
     J S Russell          31 July 2000        31,065
     E C Smith            31 July 2000        34,615
     O A Stratton         31 July 2000        33,728
     
3)   The following Directors were granted Unapproved option on 31 July
     2000 over ordinary shares of the Company under the 1999 Executive
     Share Option Scheme at an exercise price of 166.33p per share to
     be satisfied by market purchase shares subject to satisfying the
     performance criteria contained in the rules of the Scheme.
     
     Director       Option Granted   Total Shares Under Option
                                        (following this grant)
     J P Williams          231,450                     831,660
     D F                   117,200                     513,830
     Buttfield
     J S Russell           105,200                     406,269

  Name and signature of authorised        FOR AND ON BEHALF OF
  company official responsible for        DAVID S SMITH (HOLDINGS) PLC
  making this notification
  Date of notification 31 July 2000