Holding in Company

Smith WH PLC
2 August 2000

                  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 BELOW LETTER DATED 01 AUGUST 2000

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

SEE BELOW LETTER DATED 01 AUGUST 2000

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

01 AUGUST 2000

12)  Total holding following this notification

32,796,032
               
              
13)  Total percentage holding of issued class following this notification

13.08%

14)  Any additional information



15)  Name of contact and telephone number for queries

W J THOMAS [phone]

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

     Date of Notification ..02 AUGUST 2000........


Letter to W.H.Smith Group PLC dated 01 August 2000 from Assistant Secretary,
Franklin Resources,Inc.

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 below schedule.



                    SCHEDULE

               W.H.SMITH GROUP PLC

          OUTSTANDING SHARES 250,716,555


REGISTERED HOLDER               NO.OF SHARES               % OF CLASS

CHASE NOMINEES LTD               30,173,985               12.0582%
BANK OF NEW YORK EUROPE LTD.        357,400                0.1428%
BANKERS TRUST COMPANY               144,900                0.0579%
BANK OF NEW YORK NOMINEES           130,150                0.0520%
CITIBANK NOMINEES LTD                18,240                0.0073%
NORTHERN TRUST COMPANY              242,107                0.0968%
STATE STREET NOMINEES LIMITED     1,330,600                0.5317%
MIDLAND BANK PLC                    398,650                0.1593%

TOTAL                            32,796,032                13.080%