Director Shareholding

Smith (DS) PLC
08 April 2004


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(b) of the Listing Rules, I
hereby notify you of the following Directors share transactions which occurred
on 7 April 2004:

1)           The Directors listed below have today notified the Company that
following adjustments made by the Trustees of The David S. Smith Group General
Employee Benefit Trust ('the Trust') following the 1 for 5 Rights Issue offered
to shareholders on 4 March 2004, their awards under the Company's Long Term
Incentive Plan ('the Plan') have been adjusted as set out below following the
Trust selling sufficient rights to purchase shares to be distributed pro rata
through the potential beneficiaries. The consideration payable by each Director
on exercise will remain £1 subject to the conditions set out in the rules of the
Plan.

Director      Adjusted shares under option    Period during which exercisable
A D Thorne                            7,705   1 Aug 2004-31 Jul 2008
                                     71,774   1 Aug 2006-31 Jul 2010
G M Morris                           28,219   1 Aug 2006-31 Jul 2010
J-P Loison                           18,508   1 Aug 2003-31 Jul 2007
                                     19,140   1 Aug 2004-31 Jul 2008
                                     21,196   1 Aug 2005-31 Jul 2009
                                     42,349   1 Aug 2006-31 Jul 2010



For and on behalf of DS Smith Plc
Company Official Responsible for making this notification: Carolyn Cattermole,
Company Secretary
Date of this notification: 8 April 2004




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