Director Shareholding

Wolseley PLC
07 October 2004


Notification under the Listing Rules - Directors - Shares - Rule 16.3 (c)


Wolseley plc confirms that:

1.         Mr C A Banks, Group Chief Executive Officer, has today increased his
shareholding in the company by 28,150 ordinary shares. He has exercised the
under-noted share options under the terms of the Wolseley 1989 Executive Share
Option Scheme and has retained all of the shares issued to him.

Director's No. of options  Exercise price per    Total no. of      Date of
Name       exercised       share (in pence)      shares acquired   acquisition

Mr C. A.   15,765                381.00            28,150        07.10.2004
Banks
           12,385                483.50


2.         Mr S P Webster, Group Finance Director, has today increased his
shareholding in the company by 5,800 ordinary shares. He has exercised the
under-noted share options under the terms of the Wolseley 1989 Executive Share
Option Scheme and subsequently sold 11,000 of the shares issued to him at a
price of 944.5p per share following the exercise.

Director's No. of      Exercise price   Total no. of  Total no.   Date of
Name       options     per share (in    shares        of shares   transaction
           exercised   pence)           acquired      sold

Mr S P     16,800       433.00          5,800        11,000      07.10.2004
Webster



For further details:

Wolseley plc                                    0118 929 8700
M J White, Group Company Secretary & Counsel


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