Director Shareholding

Smith(David S)(Holdings) PLC
3 August 2001


In pursuance of the Company's obligations under Section 329 of the Companies
Act 1985 and Chapter 16, paragraphs 16.13(a) and 16.13(c) of the Listing
Rules, I hereby notify you of the following Directors share transactions which
occurred on 3 August 2001:

1)  The Directors listed below have notified the Company that they have become
    interested in the number of ordinary shares of 10p each of the Company
    indicated below as a result of a purchase by David S. Smith Employee
    Benefit Trust Limited as Trustees of The David S. Smith Employee Benefit
    Trust ('the Trust') with the exception of items referred to in
    sub-paragraph 2, below, these interests arise merely because the Directors
    are (together with other Group employees) potential beneficiaries of the
    Trust.

Director:         Date of            No. of       Price per      Transaction
                  Transaction:       Shares:      Share:         Purchase:

J P Williams )    3 August 2001      309,940      157p

D F Buttfield )

E C Smith )

A D Thorne )



The Trust now holds a total of 860,954 shares of the Company.

2)  The Directors listed below have today notified the Company that the
    following awards have been made under the Company's Long Term Incentive
    Plan ('the Plan') as a result of which each of them have been granted
    options to acquire from the Trust the number of ordinary shares of 10p each
    of the Company indicated below (which are also included in paragraph 1
    above) for a total consideration of £1 payable by each Director subject to
    the conditions set out in the rules of the Plan.



The grants under the Plan referred to above are normally exercisable on the
third anniversary of the date of grant, being 1 August 2004.

Director:               Date of Grant:              No. of Shares:

J P Williams)           1 August 2001               31,063

D F Buttfield)                                      15,893

E C Smith)                                          15,893

A D Thorne )                                         7,224


FOR AND ON BEHALF OF DAVID S. SMITH (HOLDINGS) PLC

Company Official Responsible for making this notification: Carolyn Cattermole,
Company Secretary.

Date of this notification: 3 August 2001.