Holding in Company

Smith WH PLC
15 June 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 13 JUNE 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 13 JUNE 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

13 JUNE 2001

12)  Total holding following this notification

8,715,909
               
              
13)  Total percentage holding of issued class following this notification

3.49%

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 ..15 JUNE 2001.................


To W.H. Smith PLC

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.

If you have any questions regarding this disclosure, please contact Janice
Whitley at 954-527-2138 or Colleen Lightbourne at 954-527-7588.  You may also
contact either individual by facsimile at 954-527-2160

From Franklin Resources, Inc.

                                 SCHEDULE

                            W.H. SMITH GROUP PLC

                                       Outstanding Shares      249,274,029

Registered Holder                   No. of Shares            % of Class

Chase Nominees Ltd                    7,487,514                3.0072%         

Goldman Sachs Secs Nominees             600,000                0.2410%

Bankers Trust Company                   144,900                0.0582%

Bank of New York Nominees                20,950                0.0084%

Citibank Nominees Ltd                    18,240                0.0073%

Northern Trust Company                   39,707                0.0159%

Royal Trust Corp of Canada               44,737                0.0180%

State Street Nominees Limited           222,161                0.0892%

Clydesdale Bank PLC                     137,700                0.0553%

TOTAL                                 8,715,909                  3.49%


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

WH SMITH PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

STANDARD LIFE INVESTMENTS

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 12TH JUNE 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 12 JUNE 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

13 JUNE 2001

12)  Total holding following this notification

10,175,710
              
13)  Total percentage holding of issued class following this notification

4.08%

14)  Any additional information



15)  Name of contact and telephone number for queries

A LAM (017903) 562489

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ...15 JUNE 2001............


To Smith (WH)

Smith (WH) Ord GBP55.55555555 shares

In terms of Part V of the Companies Act 1989, Section 134, I have to inform you
that on 11/06/01, Standard Life Investments purchased 266,274 shares on behalf
of Standard Life Group, this increased the total held as a material interest to
10,175,710 shares being 4.087% of the issued stock of that class.

No. of shares held                          Registered Name

    10,175,710                          Stanlife Nominees Limited

From Standard Life Investments