Holding in Company

Hill & Smith Hldgs PLC
16 November 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     HILL & SMITH HOLDINGS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     FLEMING MERCHANTILE INVESTMENT TRUST PLC

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

      AS IN 2 ABOVE

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

      JP MORGAN SECURITIES LTD

5)   Number of shares/amount of stock acquired.

      - 

6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

      -

8)   ( N/A %) of issued Class

9)   Class of security

       ORD SHARES OF 25P EACH

10)  Date of transaction

       15 NOV 01

11)  Date company informed

       16 NOV 01

12)  Total holding following this notification

      1,611,889
               
13)  Total percentage holding of issued class following this notification

       2.64%

14)  Any additional information

      INFORMED THAT % HELD HAD DROPPED BELOW 3% INFO 7)& 8) NOT GIVEN

15)  Name of contact and telephone number for queries

         H.C. EVERETT

16)  Name and signature of authorised company official responsible for 
     making this notification   H.C. EVERETT

     Date of Notification ..16 NOV 2001....