RNS Number:1897W
Woolworths Group PLC
21 May 2002

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

WOOLWORTHS GROUP PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

FIDELITY INTERNATIONAL LIMITED

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18

NON-BENEFICIAL

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

SEE SCHEDULE BELOW

5)   Number of shares/amount of stock acquired.

12,992,165

6)   (0.92%) of issued Class

7)   Number of shares/amount of stock disposed

N/A

8)   ( N/A %) of issued Class

9)   Class of security

ORDINARY SHARES OF 12.5P EACH

10)  Date of transaction

NOT STATED

11)  Date company informed

20/05/02

12)  Total holding following this notification

154,962,071
               
13)  Total percentage holding of issued class following this notification

11.01%

14)  Any additional information



15)  Name of contact and telephone number for queries

JONATHAN BLOOM
0207 706 5033

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ...... 21 MAY 2002 ..................


Schedule A

Amendment # 12

Security: Woolworths Group Plc

                   SHARES MANAGEMENT 
                     HELD   COMPANY    NOMINEE/REGISTERED NAME
(Ordinary Shares)          
               47,829,060     FISL     Chase Nominees Ltd
                2,444,353     FPM      RBS Trust Bank
                1,250,400     FPM      Citibank
                  675,241     FPM      Nortrust Nominees Ltd
                  427,700     FPM      BT Globenet Nominees Ltd
                  558,900     FPM      MSS Nominees Ltd
                1,113,300     FPM      Chase Nominees Ltd
                1,771,300     FPM      HSBC Client Holdings Nominee (UK) Limited
                2,251,796     FPM      Bank of New York Europe
                3,278,726     FPM      Bankers Trust
                  542,330     FPM      Bank of New York London
                1,738,600     FIL      MSS Nominees Ltd
                  303,600     FIL      Chase Nominees Ltd
                1,091,470     FIL      Bankers Trust
                6,133,000     FIL      RBS Trust Bank
                3,293,100     FIL      Nortrust Nominees Ltd
                1,556,600     FIL      Morgan Stanley
                4,964,400     FIL      Northern Trust
                  483,300     FIL      Citibank
                3,394,600     FIL      Bank of New York Europe
                2,232,982     FIL      JP Morgan
                1,599,952     FIL      Chase Manhattan Bank London
                3,745,900     FIL      Northern Trust
               61,000,000     FIL      HSBC Client Holdings Nominee (UK) Limited
                1,281,461     FIL      State Street Bank & Trust

Total Ordinary Shares           154,962,071

Current ownership percentage:   11.01%

Shares in issue:                1,407,496,676

Change in holdings since last filing:     +12,992,165 ordinary shares



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

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