Holding in Company

Smith WH PLC
14 May 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 LETTER BELOW DATED 11 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 11 MAY 2001

5)   Number of shares/amount of stock acquired.

     N/A

6)   (  %) of issued Class

7)   Number of shares/amount of stock disposed

     N/A

8)   (  %) 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

     11 MAY 2001

12)  Total holding following this notification

     23,834,127
               
              
13)  Total percentage holding of issued class following this notification

     9.58%

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  14 MAY 2001



LETTER TO: W H SMITH PLC
LETTER DATED: 11 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 RESOURCES, INC.


                                SCHEDULE

                           W.H. SMITH GROUP PLC

                                  Outstanding Shares   248,755,000

Registered Holder                No. of Shares          % of Class

Chase Nominees Ltd                  21,108,207             8.4855%
Goldman Sachs Secs Nominees            600,000             0.2412%
Bankers Trust Company                  144,900             0.0583%
Bank of New York Nominees              105,350             0.0424%
Citibank Nominees Ltd                   18,240             0.0073%
Northern Trust Company                 194,607             0.0782%
Royal Trust Corp of Canada             219,762             0.0883%
State Street Nominees Limited        1,115,861             0.4486%
Clydesdale Bank PLC                     37,250             0.0150%
Midland Bank PLC                       289,950             0.1166%

TOTAL                               23,834,127             9.5814%