Director Shareholding

Wolseley PLC
25 November 2004


Notifications under Listing Rule 16.13

The Wolseley plc 2002 Long Term Incentive Scheme ('LTIS') - 2004 Award

Following shareholder approval at the Annual General Meeting on 18 November 2004
to convert the LTIS into an equity, rather than a cash-based scheme, a
conditional allocation of ordinary shares of 25p each in the capital of the
Company was made on 25 November 2004 under the LTIS to 76 Senior Executives,
including 5 Executive Directors. These shares will only vest upon the
achievement of certain corporate performance targets measured over a three year
period. No consideration is payable either at allocation or on vesting of all or
part of the awards.

The following table shows the conditional allocation made under the LTIS on 25
November 2004.

Name                    Conditional allocation 
                        made 25 November 2004
------------------      ------------------
C A Banks                     95,308
F N Hord                      38,843
C A S Hornsby                 40,281
G Legtmann                    23,688
S P Webster                   34,884




For further information please contact:


Mark J White
Group Company Secretary and Counsel
0118 929 8700




ends.






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