Rule 8.1-Taylor Woodrow plc

Taylor Woodrow PLC
14 May 2007


                                                                 FORM  8.1

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

                 (Rules 8.1(a) and (b)(i) of the Takeover Code)





1.         KEY INFORMATION


Name of person dealing (Note 1)                Mr Peter Johnson

Company dealt in                               Taylor Woodrow plc

Class of relevant security to which the        Ordinary shares of 25 pence each
dealings being disclosed relate (Note 2)

Date of dealing                                11 May 2007




2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a)        Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)


                                                             Long                              Short


                                               Number                           Number
                                                          (%)                              (%)

(1) Relevant securities                        244,773   0.042%

(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell    234,679   0.04%

Total                                          479,452   0.082%




(b)        Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)


Class of relevant security:                                  Long                              Short


                                               Number                           Number
                                                          (%)                              (%)

(1) Relevant securities


(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total





(c)        Rights to subscribe (Note 3)


Class of relevant security:                    Details





3.         DEALINGS (Note 4)



(a)        Purchases and sales


Purchase/sale                          Number of securities                  Price per unit (Note 5)


Sale                                   26,899                                485.9405 pence



(b)        Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)        Price per unit (Note 5)
e.g. CFD


(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,         Writing, selling, Number of securities  Exercise   Type, e.g.      Expiry     Option money
                        purchasing,     to which the option              American,
e.g. call option      varying etc.      relates (Note 7)      price      European etc.   date       paid/received per
                                                                                                    unit (Note 5)



(ii)        Exercising


Product name, e.g. call option         Number of securities                  Exercise price per unit (Note 5)
Vesting of Taylor Woodrow Performance  65,376                                Nil
Share Plan 2004 on completion of 3
year performance period



(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)         Details                               Price per unit (if applicable) (Note 5)



4.         OTHER INFORMATION



Agreements, arrangements or understandings relating to options or derivatives




Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.
In accordance with Rule 8.1 of the City Code, Taylor Woodrow plc ('Taylor Woodrow') announces that under the Taylor
Woodrow 2004 Performance Share Plan ('the Plan') 65,376 Taylor Woodrow shares (the 'New Shares') have vested in favour
of Peter Johnson in accordance with the performance conditions set out in the Plan. At the time of the conditional award
of the shares in 2004 Peter Johnson agreed with the Trustee of the Plan that the Trustee would sell such number of these
New Shares as was required to meet the income tax liability and National Insurance contributions triggered by the
vesting of these New Shares as well as the dealing commission incurred upon their sale.



Furthermore, and in accordance with the obligations under Rule 8.4 of the City Code, Taylor Woodrow and George Wimpey
Plc confirm that they have both given their consent to the sale of a portion of the New Shares as referenced above and
that the remaining New Shares will be subject to the terms and conditions of the irrevocable undertaking given by Peter
Johnson in connection with the proposed merger of Taylor Woodrow and George Wimpey Plc, which is disclosed in the
prospectus posted to Taylor Woodrow shareholders on 4 May 2007.



Is a Supplemental Form 8 attached? (Note 9)                        NO




Date of disclosure                                                14 May 2007

Contact name                                                      Mr Richard Morbey

Telephone number                                                  0121 600 8540

Name of offeree/offeror with which associated                     Taylor Woodrow plc
Specify category and nature of associate status (Note 10)         Peter Johnson is a director of Taylor Woodrow plc






Notes



The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk


































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