Holding in Company

Smith WH PLC
17 May 2001

                  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

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

      SEE BELOW

5)   Number of shares/amount of stock acquired.



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

     16 MAY 2001

12)  Total holding following this notification

      21,772,302
               
              
13)  Total percentage holding of issued class following this notification

      8.75%

14)  Any additional information



15)  Name of contact and telephone number for queries

      AMANDA LAM   [phone]

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

     Date of Notification ...17 MAY 20001....


S.198 Companies Act-Disclosure of Share Interest

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,
and detailed in the attached schedule.


Contact:  Kristina Perez       954 527 7465
             or
          Collen Lightbourne   954 527 2160

                                   SCHEDULE
                             W.H. SMITH GROUP plc

                              Outstanding Shares             248,702,213

Registered Holder                 No. of Shares              % of Class

Chase Nominees Ltd                 19,332,207                 7.7716%
Goldman Sachs Secs Nominees           600,000                 0.2412%
Bankers Trust Company                 144,900                 0.0583%
Bank of New York Nominees              89,250                 0.0359%
Citibank Nominees Ltd                  18,240                 0.0073%
Northern Trust Company                164,807                 0.0663%
Royal Trust Corp of Canada            186,037                 0.0748%
State Street Nominees Limited         945,561                 0.3801%
Clydesdale Bank PLC                   291,300                 0.1171%

TOTAL                              21,772,302                 8,7525%

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