Exhibit 1.1
Notification of Interests of Directors and Connected Persons
| 1 | Name of company: Wolseley plc |
| 2 | Name of director: Fenton N. Hord |
| 3 | Please state whether notification indicates that it is in respect of holding of the director named in 2 above or holding of that person’s spouse or children under the age of 18 or in respect of a non-beneficial interest: The director named above |
| 4 | Name of registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified): Fenton N. Hord |
| 5 | Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s): Relates to the director named above |
| 6 | Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary: Disposal |
| 7 | Number of shares/amount of stock acquired: N/a |
| 8 | Percentage of issued class: N/a |
| 9 | Number of shares/amount of stock disposed: 30,000 |
| 10 | Percentage of issued class: 0.005% |
| 11 | Class of security: Ordinary shares of 25 pence each |
| 12 | Price per share: 493p |
| 13 | Date of transaction: 4 October 2002 |
| 14 | Date Company informed: 4 October 2002 |
| 15 | Total holding following this notification: 52,200 |
| 16 | Total percentage holding of issued class following this notification: 0.009% |
| If a director has been granted options by the company, please complete the following fields: | |
| 17 | Date of grant: |
| 18 | Period during which or date on which exercisable: |
| 19 | Total amount paid (if any) for grant of the option: |
| 20 | Description of shares or debentures involved: class, number: |
| 21 | Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise: |
| 22 | Total number of shares or debentures over which options held following this notification: |
| 23 | Contact name for queries: M J White, Company Secretary |
| 24 | Contact telephone number: 0118 929 8700 |
| 25 | Name of company official responsible for making notification: M J White |
| Additional Information: |
Ends.
