Holding in Company

Smith WH PLC
6 April 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 DATED 5 APRIL 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 DATED 5 APRIL 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

5 APRIL 2001

12)  Total holding following this notification

27,250,160
               
              
13)  Total percentage holding of issued class following this notification

10.95%

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 ...6 APRIL 2001


Letter to W. H. Smith PLC
Dated 5 April 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
                          
                          WH SMITH GROUP PLC

                                OUTSTANDING SHARES      248,755,000

REGISTERED HOLDER                       NO. OF SHARES            % OF CLASS

CHASE NOMINEES LTD                        24,105,072              9.6903%
GOLDMAN SACHS SECS NOMINEES                  600,000              0.2412%
BANKERS TRUST COMPANY                        144,900              0.0583%
BANK OF NEW YORK NOMINEES                    123,150              0.0495%
CITIBANK NOMINEES LTD                         18,240              0.0073%
NORTHERN TRUST COMPANY                       229,107              0.0921%
ROYAL TRUST CORP OF CANADA                   286,930              0.1153%
STATE STREET NOMINEES LIMITED              1,349,261              0.5424%
MIDLAND BANK PLC                             393,500              0.1582%

TOTAL                                     27,250,160             10.9540%