WLW Woolworths

    FORM 8.1/8.3
                                                                                
Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.  Use a
separate form for each class of securities in which dealings have been made.

Date of Disclosure..07th February 2005.............

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS

Date of dealing .04th February 2005..............

Dealing in (name of company)..Woolworths Group Plc

1. Class of securities (eg ordinary shares)..Ordinary.........

2.
   Amount Bought      Amount Sold        Price per unit
                       5,000,000            46.8000p


3. Resultant total of the same class owned or controlled
    (and percentage of class)      .9,986,301...         ..0.70..%

4. Party making disclosure.J.P. Morgan Fleming Asset Management...

5. EITHER (a) Name of purchaser / vendor (Note 1)
.........................

OR (b) if dealing for discretionary client(s), name of fund management
organisation
.....J.P. Morgan Fleming Asset Management..........

6. Reason for disclosure (Note 2)
.....................

(a) associate of
(i)  offeror (Note 3)                             NO
(ii) offeree company                              NO

Specify which category or categories of associate (1-8 overleaf)
....................

If category (8), explain
.......................

(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of the
class of relevant securities dealt in)            NO

Signed, for and on behalf of the party named in (4) above
.....................

(Also print name of signatory)
...Shoaib Shaikh..................

Telephone and Extension number
...020 7777 0423.................

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