Acquisition

Wolseley PLC
18 April 2002

                                                                   18 April 2002


                                  NEWS RELEASE


                                  Wolseley plc

                  Wolseley Acquires Clayton Acquisition Company
                          for US$ 110 million (£77 million)

One of USA's top five wholesale distributors of waterworks, wastewater and storm
drainage materials



Wolseley plc, the world's largest specialist trade distributor of heating and
plumbing products has acquired, for cash, all of the issued and outstanding
stock of Clayton Acquisition Company ('Clayton') for US$ 110 million (£77
million).

Clayton, which is headquartered in Tampa, Florida, is the fourth largest
wholesale distributor of waterworks, wastewater and storm drainage material in
the USA. Sales for the year ended 31 August 2001 amounted to US$ 226 million
(£157 million).  The company operates 31 branches in six states (Florida,
Louisiana, Texas, Arkansas, Georgia and Mississippi) and one each in Barbados
and Trinidad.  Florida accounted for approximately 70% of total revenues in
2001.

This acquisition will give Wolseley a major increase in market share in Florida,
which is the fourth largest waterworks market in the USA.  It will also give the
group a presence in new markets in the fast growing South Eastern region of the
USA.



Charles Banks, Group Chief Executive of Wolseley said:

'We are delighted to announce the acquisition of Clayton which substantially
increases our presence in Florida and the neighbouring South Eastern States.
Clayton's product offering in the waterworks sector complements our own
strengths in serving the utilities industry through Ferguson, part of Wolseley's
North American Plumbing and Heating division.

This acquisition is in line with our strategy to expand the business through a
combination of organic growth and bolt on acquisitions, which we can use as a
platform for further growth.  We look forward to combining the strengths of
Ferguson with Clayton, to better serve our waterworks and industrial customers.'



                                    - Ends-

Enquiries:

Wolseley plc

Steve Webster, Group Finance Director                   Tel: +  44 118 929 8700
Jacqueline Sinclair-Brown, Director of Corporate Communications

Brunswick
Sophie Fitton            (London)                       Tel: + 44 20 7404 5959
Nina Pawlak            (New York)                       Tel: + 1 212 333 3810



Notes to Editors

Clayton Acquisition Company

The company has eight divisions - four are US domestic distributors of
waterworks, wastewater and drainage products, while a fifth distributes these
products internationally.  The three remaining divisions include a fabrication
operation, a High Density Polyethylene Pipe distributor/fabricator and a
division that reconditions surplus waterworks and wastewater for resale to
distributors and pipe-fabricating companies nationwide.  The company has 377
employees.



Wolseley plc

Wolseley plc is the world's largest specialist trade distributor of heating and
plumbing products.  Last year the group sold over £7 billion worth of heating
and plumbing products, building materials, lumber products, pipes, valves and
fittings.  Wolseley is listed on the London and New York Stock Exchanges and is
in the FTSE 100 listed companies.

The company distributes pipes, valves, fittings, central heating equipment, and
other building materials from more than 2,750 outlets in Europe and North
America.

Wolseley plc's North American plumbing and heating division reported sales of £3
billion (US$ 4.3 billion) for the year ended 31 July 2001.  It is the USA's no.1
professional plumbing and heating supply house and operates out of 894 locations
across 48 states.



                      This information is provided by RNS
            The company news service from the London Stock Exchange