Holding in Company

Smith WH PLC
29 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 25 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 25 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



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

     29 MAY 2001

12)  Total holding following this notification

     13,728,191
              
13)  Total percentage holding of issued class following this notification

     5.51%

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 ..29 MAY 2001

 
LETTER TO WH SMITH PLC - DATED 25 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 Worlwide 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.
        
                           SCHEDULE 
   
                       W.H.SMITH GROUP PLC

                       Outstanding Shares     249,098,447

Registered Holder           No. of Shares          % of class

Chase Nominees Ltd             12,269,796             4.8325%
Goldman Sachs Secs Nominees       600,000             0.2412%
Bankers Trust Company             144,900             0.0583%
Bank of New York Nominees          33,950             0.0136%
Citibank Nominees Ltd              18,240             0.0073%
Northern Trust Company             62,707             0.0252%
Royal Trust Corp of Canada         70,373             0.0284%
State Street Nominees Limited     360,161             0.1448%
Clydesdale Bank PLC               167,700             0.0674%
TOTAL                          13,728,191             5.5111%


FROM FRANKLIN TEMPLETON COMPANIES, LLC