Acquisition

Wolseley PLC
23 May 2001

                       Wolseley expands into Canada through 
                   the acquisition of the plumbing operations of 
                    Westburne for C$550 million (£250 million)

The Board of Wolseley plc is pleased to announce that a conditional contract has
been signed to enable Wolseley to acquire, for cash, the share capital of
Westburne Plumbing & Waterworks Inc in Canada, Westburne Supply Inc in the USA,
Westburne Refrigeration & HVAC Inc in Canada and Westburne Industrial Products
Inc in Canada (together, 'The Westburne Group') from Rexel SA for a cash
free/debt free price of C$550 million (£250 million).  Completion is subject to
competition authority clearances which are expected around the end of June.

Charlie Banks, Wolseley's recently appointed Group Chief Executive said, 'We are
delighted to announce this acquisition which enables us to enter the Canadian
market and to expand our operations in the USA.  Westburne is a quality business
with a good track record.  After some initial restructuring in the USA over the
next two years, it should enable us to create additional growth opportunities in
North America. We will continue to be alert to opportunities to expand our
international representation still further.'

The  Westburne Group has demonstrated an impressive record of organic and
acquisitive growth. It has over 3,000 employees and operates from a total
of 313 locations as follows:

                  Plumbing &    Refrigeration     Industrial        Total
                  waterworks                      supplies

US                       114                -              -          114
Canada                   137               38             24          199
                         251               38             24          313

Sales of The Westburne Group for the year ended 31 December 2000 amounted
to C$1,429 million (£650 million) analysed as follows:

                                 C$ million                 %
US
Plumbing and Waterworks                 674                47
Canada
Plumbing and Waterworks                 566                40
Refrigeration                            97                 7
Industrial                               92                 6
                                      1,429               100

For  the  year  ended 31 December 2000, The Westburne  Group  reported  a
trading  profit  before interest and tax, of C$85 million (£39  million).
Net  tangible  operating assets at that date amounted  to  C$350  million
(£159 million). After taking into account possible fair value adjustments
it  is  estimated that goodwill of C$224 million (£102 million) is likely
to  arise on the transaction. Including this acquisition, the gearing  of
the Wolseley Group is expected to be around 55% at 31 July 2001.

The  Canadian  Plumbing and Waterworks operations  of  Westburne  have  a
number  two  position  in  the Canadian market with  a  market  share  of
approximately  19%. Paul Lachance, the General Manager  of  the  Canadian
plumbing  and  waterworks business, has agreed to stay with Wolseley  and
will  head up Wolseley's Canadian business reporting directly to  Charlie
Banks.

The  US  operations of Westburne will be fully integrated into Wolseley's
existing  US  plumbing operations over the next two years  with  one  off
integration  costs  estimated at C$16 million (£7  million).  This  will
enable  synergies and cost savings to be achieved which are  expected  to
substantially improve the performance of the Westburne's US  business  by
the  third  year.  Chip  Hornsby will retain overall  responsibility  for
Wolseley's combined plumbing operations in the USA.

Note: The exchange rate of C$2.2 =£1 has been used in translating amounts
into sterling in this announcement,


                               ENQUIRIES:
                  Charlie Banks - Group Chief Executive
                 Steve Webster - Group Finance Director
                  Wolseley plc - Telephone [phone]
                     Tom Wyatt - Financial Dynamics
                         Telephone [phone]
                            www.wolseley.com