C Share Repurchase Offer

Smith WH PLC
27 October 2004



WH Smith PLC Repurchase Offer for C Shares



WHSmith has appointed Cazenove & Co. Ltd and Hoare Govett Ltd, through its
associate ABN AMRO Equities (UK) Limited, (the 'Brokers') to make the Repurchase
Offer described in the circular from WHSmith to its Shareholders dated 27 August
2004 (the 'Circular').  The Brokers hereby make the Repurchase Offer, acting as
principal, to purchase the 73,182,358 C Shares in respect of which valid
elections have been received from Shareholders.



This offer is to purchase C Shares for 85 pence each, free of all dealing
expenses and commissions, in an on-Exchange transaction on the terms set out in
the Circular.  The Repurchase Offer is not being made into the United States.
Settlement of the Repurchase Offer will be made on 29 October 2004 when sales
advices will be despatched.  Cheques and balance C Share Certificates (if
applicable) will be despatched to Shareholders whose C Shares are held in
certificated form. The CREST accounts of Shareholders whose C Shares are held in
uncertificated form will be credited with the proceeds of sale.



Enquiries:



Cazenove

020 7588 2828

Edmund Byers

Luke Bordewich



Hoare Govett

020 7678 8000

Neil Collingridge



Notes:



All definitions used in the Circular shall apply to this announcement.








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