Director Shareholding

Smith WH PLC
27 September 2004

LETTER TO RNS


WH Smith PLC

The Company announces that the ordinary share interests of the Directors of WH 
Smith PLC (the 'Company'), as a direct result of the Company's Capital 
Reorganisation (as set out in the circular to shareholders dated 27 August 2004 
(the 'Circular')), are as disclosed in the schedule below.

The interests of the Directors in the C Shares (as defined below) are also 
disclosed in the schedule below.

The Capital Reorganisation took effect today. Shareholders of the Company 
received one fully paid non-cumulative preference share of 85 pence ('C Share') 
for every one ordinary share of 55 5/9 pence ('Existing Ordinary Share') held on 
24 September 2004, the record date. Simultaneously, the ordinary share capital 
of the Company was consolidated such that every 25 Existing Ordinary Shares held 
on the record date were replaced by 18 ordinary shares of 2 13/81 pence each 
('New Ordinary Shares').

Holders of C Shares have until 26 October 2004 to elect to receive cash for 
those C Shares at the nominal value of 85 pence each, by accepting either the 
Repurchase Offer or the Initial C Share Dividend (the C Share Alternatives 
described in the Circular).

The beneficial interests of the Directors of WH Smith PLC prior to and following 
the Capital Reorganisation are as follows:

Name of Director     Prior to 27 September 2004                        At 27 September 2004

                             Holding of                                     Holding of

                    Ordinary Shares of 55 5/9 p    Ordinary Shares of 2 13/81 p      Non-Cumulative
                    ('Existing Ordinary Shares')      ('New Ordinary Shares')     Preference Shares of
                                                                                    85p ('C Shares')
       
John Barton                               11,000                          7,920                 11,000
     
Walker Boyd                                  Nil                            Nil                    Nil

Richard Handover                          65,804                         47,378                 65,804

MT Rainey                                    Nil                            Nil                    Nil

Andrew Rolfe                                 Nil                            Nil                    Nil

Kate Swann                                   Nil                            Nil                    Nil

John Warren                                8,591                          6,184                  8,591



Interest in shares under the W H Smith Employees' Share Trust 1999 (the 'Trust')

The Trust is a discretionary trust used to facilitate the acquisition of shares 
for the purpose of satisfying awards and options granted under the Company's 
share schemes.

Richard Handover, Kate Swann and John Warren, being potential beneficiaries of 
the Trust, are each treated as being interested in the shares held by the 
Trustee of the Trust. The shares held by the Trust prior to and following the 
Capital Reorganisation are as follows:
 
Prior to 27 September 2004                               At 27 September 2004 
       Holding of                                             Holding of
Ordinary Shares of 55 5/9 p        Ordinary Shares of 2 13/81 p        Non-Cumulative Preference
('Existing Ordinary Shares')         ('New Ordinary Shares')          Shares of 85p ('C Shares')
       6,682,660                             4,811,515                         6,682,660



Kate Swann - Conditional Award

Kate Swann received a conditional award of 141,315 Existing Ordinary Shares on 4 
November 2003. As a result of the Capital Reorganisation, this award is now in 
respect of 101,746 New Ordinary Shares which, together with the cash sum of 
£120,118 (plus any accrued interest) arising from the intended repurchase of the 
associated C Shares, will be released in two equal tranches, subject to 
continued employment, on 1 September 2005 and 1 September 2006.




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