RNS Number:3283L
Woolworths Group PLC
21 April 2005



                              WOOLWORTHS GROUP PLC

                               Director Interests


The following awards of ordinary shares of 12.5p each nominal in the Company
have been made on 19 April 2005 to Trevor Bish-Jones under the Company's
Performance Share Plan and Annual Incentive Plan.  These conditional awards were
made at a price of 38.5p per share and will vest, subject to the rules of the
Plans and the future performance of the Company, on 19 April 2008.


Woolworths Group Performance Share Plan

The Award for on target performance is 249,351 shares.

In accordance with the rules of the Plan, the conditional award may increase or
decrease depending on the increase in the Company's fully diluted adjusted
earnings per share ("EPS") over the next three years and provided that the
director remains in employment with the Company at that time.  The increase in
EPS is in addition to the increase in the Retail Prices Index.  The following
table sets out how the award will vary in line with the increase in EPS.

                               Increase in EPS                Shares

                               Less than 6% pa                  Nil
                                    6% pa                     124,675
                                    8% pa                     249,351
                                    10% pa                    374,026
                                    12% pa                    498,701
                                    15% pa                    623,377


Woolworths Group Annual Incentive Plan

The basic Award is 124,675 shares.

In accordance with the rules of the Plan additional shares may be awarded for
achievement of performance targets over the vesting period which ends on 19
April 2008 and provided that the director remains in employment with the Company
at that time.  The following table sets out how any additional share award will
vary in line with the increase in EPS.

                               Increase in EPS         Additional Share Award

                               Less than 6% pa                 Nil
                                    6% pa                     37,043
                                    8% pa                     62,337
                                    10% pa                    93,506
                                    12% pa                    124,675



No new shares will be issued to satisfy any of the awards shown above.

The interest in ordinary shares and options for Trevor Bish-Jones following
these awards is:

              Shares          Share options                 Conditional
                                                           Share Awards

             416,666            4,407,107                    826,333 *


*  This figure assumes on target performance is achieved.

The Company was notified of the awards on 19 April 2005.


                                    - ends -


For further information contact :-

Jonathan Bloom, Company Secretary, Woolworths Group plc:  020 7706 5033
Tulchan Communications:  020 7353 4200



                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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