Return of Cash

Smith WH PLC
28 October 2004


WH Smith PLC: Return of Cash


The terms of the Return of Cash approved by the Shareholders of WHSmith on 23
September 2004 gave Shareholders two alternatives in relation to their C Shares.


Shareholders could elect to sell C Shares at 85 pence per share, free of all
dealing expenses and commissions, via the Repurchase Offer which was made by the
Brokers on 27 October 2004.  Valid elections to accept the Repurchase Offer were
received in relation to 73,182,358 C Shares (29.2 per cent of issued C Shares).
Accordingly the Brokers purchased such C Shares on 27 October 2004 and these C
Shares were purchased by the Company for the same consideration on 28 October
2004.  All the C Shares which were repurchased will be cancelled by the Company.


Alternatively, Shareholders could elect to receive the Initial C Share Dividend
of 85 pence per C Share following which all such C Shares would automatically be
converted into Deferred Shares.  Valid elections to accept the Initial C Share
Dividend were received in relation to 167,686,994 C Shares (66.9 per cent of
issued C Shares).


Settlement of the Repurchase Offer and Initial C Share Dividend will be made on
29 October 2004.


9,693,148 C Shares (3.9 per cent of issued C Shares) remain in issue.


Enquiries:

WH Smith PLC

Mark Boyle Investor Relations 020 7514 9630

Louise Evans Media Relations 020 7514 9624


Cazenove

020 7588 2828

Edmund Byers

Luke Bordewich



Hoare Govett

020 7678 8000

Neil Collingridge



Brunswick

020 7404 5959

Pam Small


Notes:


All definitions used in the Circular to Shareholders dated 27 August 2004 apply
to this announcement.


                      This information is provided by RNS
            The company news service from the London Stock Exchange