Holding in Company

Smith WH PLC
21 May 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     WH 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 LETTER BELOW DATED 18 MAY 2001

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

     SEE LETTER BELOW DATED 18 MAY 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

     18 MAY 2001

12)  Total holding following this notification

     16,950,044
               
13)  Total percentage holding of issued class following this notification

     6.80%

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     I Houghton 

     Date of Notification .......21 MAY 2001.................



Letter to W.H. Smith PLC
18 May 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.

Letter from Franklin Templeton Companies, LLC


                                    SCHEDULE
                              W.H. SMITH GROUP PLC

                                         Outstanding shares        249,098,244

Registered Holder                                 No. of Shares     % of Class

Chase Nominees Ltd                                  15,177,949        6.1016%
Goldman Sachs Secs Nominees                            600,000        0.2412%
Bankers Trust Company                                  144,000        0.0583%
Bank of New York Nominees                               51,650        0.0208%
Citibank Nominees Ltd                                   18,240        0.0073%
Northern Trust Company                                  95,407        0.0384%
Royal Trust Corp of Canada                             107,537        0.0432%
State Street Nominees Limited                          547,261        0.2200%
Clydesdale Bank PLC                                    207,100        0.0833%

Total                                               16,950,044        6.8046%