Holding in Company

Smith WH PLC
11 June 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

W H SMITH PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

FRANKLIN RESOURCES, INC.

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

SEE BELOW LETTER DATED 7 JUNE 2001

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

SEE BELOW LETTER DATED 7 JUNE 2001

5)   Number of shares/amount of stock acquired.

N/A

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

N/A

8)   ( N/A %) of issued Class

9)   Class of security

ORDINARY SHARES OF 55 5/9 PENCE EACH

10)  Date of transaction

N/A

11)  Date company informed

8 JUNE 2001

12)  Total holding following this notification

12,075,270
              
13)  Total percentage holding of issued class following this notification

4.84%

14)  Any additional information



15)  Name of contact and telephone number for queries

AMANDA LAM  [phone]

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification .11 JUNE 2001................

Letter to W.H. Smith PLC dated 7 June 2001

S.198 Companies Act - Disclosure of Share Interests

We are acting on behalf of Franklin Resources, Inc. and its affiliates, which
includes Franklin Mutual Advisers, LLC and Templeton Worldwide, Inc. and its
affiliates.  Franklin Resources, Inc. and its affiliates perform investment
management and advisory services for clients on a global basis.

We wish to advise you of interests in the share capital of your Company under
management of Franklin Resources, Inc. and its affiliates on behalf of clients,
as detailed in the schedule below.

From Franklin Resources, Inc.

                                   SCHEDULE

                             W.H. SMITH GROUP plc

                                  Outstanding Shares              249,144,811

Registered Holder                     No. of Shares               % of Class

Chase Nominees Ltd                       10,687,875                    4.2925%

Goldman Sachs Secs Nominees                 600,000                    0.2410%

Bankers Trust Company                       144,900                    0.0582%

Bank of New York Nominees                    29,950                    0.0120%

Citibank Nominees Ltd                        18,240                    0.0079%

Northern Trust Company                       55,707                    0.0224%

Royal Trust Corp of Canada                   62,737                    0.0252%
London

State Street Nominees Limited               317,161                    0.1274%

Clydesdale Bank PLC                         158,700                    0.0637%
LONDON

TOTAL                                    12,075,270                    4.8498%