Director Shareholding

Smith WH PLC
3 November 2004

                                     SCHEDULE 11

                  NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED 
                                       PERSONS


1)   NAME OF COMPANY

     WH SMITH PLC

2)   NAME OF DIRECTOR

     J A WARREN

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

     IN RESPECT OF THE DIRECTOR

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

      N/A

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

     CONDITIONAL AWARD OF SHARES MADE UNDER THE
     WH SMITH 2004 MANAGEMENT INVESTMENT PLAN


7)   Number of shares/amount of
     stock acquired

     491,111

8)   Percentage of issued Class

     0.27%

9)   Number of shares/amount
     of stock disposed

      -

10)  Percentage of issued Class

      -

11)  Class of security

     ORDINARY SHARES OF 
     2 13/81 PENCE 

12)  Price per share

     N/A

13)  Date of transaction

     3 NOVEMBER 2004

14)  Date company informed

     3 NOVEMBER 2004

15)  Total holding following this notification

      N/A

16)  Total percentage holding of issued class following this notification

      N/A

     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

     MISS A LAM    [phone]

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

     Date of Notification   3 NOVEMBER 2004                              






                      This information is provided by RNS
            The company news service from the London Stock Exchange  ND
RDSFSLFMDSLSEIF