Disposal

Wolseley PLC
2 February 2001



                                 NEWS RELEASE

                               2 February 2001

               Wolseley completes withdrawal from manufacturing

Wolseley announced today that it has sold its boiler and burner manufacturing
businesses ('the Businesses') to a privately owned company ('the Purchaser').
The disposal of the Businesses, which together represent less than 2% of group
sales and profits, completes Wolseley's planned exit from manufacturing.

The initial consideration for the disposal is £10 million representing
indebtedness to be assumed by the Purchaser. Wolseley is entitled to receive
further payments from the Purchaser depending upon the future performance of
the Businesses. The deal will allow Wolseley's senior management to focus on
its core activities and provides a more suitable ownership for a small
manufacturing group than if it were to continue as a non-core holding of a
large international business.

Prior to the disposal, annuities were purchased at a cost of approximately £10
million to eliminate certain unfunded pension liabilities of the Businesses.
The Businesses have estimated cash of approximately £3 million at completion,
part of which may be repaid to Wolseley depending on the final net assets at
that date.

Wolseley is retaining Electro-Oil International ('Electro-Oil'), a spares
distribution business based in Copenhagen and operating from three locations
in Denmark. The results of Electro-Oil were previously included in the
Manufacturing division. Electro-Oil will be integrated within the European
distribution division and managed by Wolseley Centers' spares division as part
of a planned European development initiative.

In the year to 31 July 2000, the Businesses reported sales of £102.2 million
and operating profits of £6.5 million. Net assets at that date were £32.3
million. Trading in these businesses continues to be difficult and

profitability is expected to decline in 2001. Electro-Oil reported sales of £
6.0 million and an operating profit of £0.7 million for the year ended 31 July
2000.

Before taking account of any additional proceeds, the disposal will give rise
to an exceptional loss of approximately £75 million, including goodwill of £
44.4 million previously written off to reserves. Including this disposal,
Wolseley has over the last four years realised approximately £171 million from
the disposal of manufacturing businesses and added a net £32 million to
shareholders' funds.

Wolseley is now a totally focused building materials distribution group. It
will continue to concentrate investment in the further development of its
market leading positions in Europe and the USA.


                                  ENQUIRIES:


                     Richard Ireland - Executive Chairman

                    Steve Webster - Group Finance Director


                    Wolseley plc - Telephone [phone]


                        Tom Wyatt - Financial Dynamics

                           Telephone [phone]




                               www.wolseley.com