Director Shareholding

Smith (DS) PLC
20 August 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(c) of the Listing Rules, I
hereby notify you of the following Directors' share transactions which occurred
on 20 August 2004.

The Directors listed below have notified the Company that they have become
interested in the number of ordinary share of 10p each of the Company indicated
below as a result of a purchase by the David S. Smith Employee Benefit Trust
Limited as Trustees of The David S. Smith Employee Benefit Trust ('the Trust').
These interests arise merely because the Directors are (together with other
Group employees) potential beneficiaries of the Trust.

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

A D Thorne ) 20 August 2004          1,025,658          146.25p
G M Morris )
J-P Loison )

The Trust now holds a total of 3,150,243 shares of the Company.

For and on behalf of DS Smith Plc

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

Date of this notification: 20 August 2004



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