Director Shareholding

RNS Number:8447C
Woolworths Group PLC
10 September 2004



                              Woolworths Group plc

                              Directors' Interests


Following shareholder approval given in May 2004 to the introduction of new
incentive plans, Woolworths Group no longer grants share options to directors
and senior executives under the Executive Share Option Scheme.  Instead, share
incentives  will be provided through the Annual Incentive Plan and the
Performance Share Plan under which conditional awards of ordinary shares may be
made.

In accordance with the terms outlined to shareholders, the first conditional
awards of ordinary shares in Woolworths Group plc were made to executive
directors on 9 September 2004 under the Performance Share Plan. These
conditional awards were granted at a price of 44 pence per share and will vest,
subject to the rules of the Plan and the future performance of the Company, on 9
September 2007, provided also that the director remains in employment with the
Company at that time.

The awards for on target performance were as follows:

                                                             Shares

Trevor Bish-Jones                                            218,182

Christopher Rogers                                          147,727


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

                                               Increase in EPS       Shares

Trevor Bish-Jones                              Less than 6% pa         Nil
                                                    6% pa            109,091
                                                    8% pa            218,182
                                                    10% pa           327,273
                                                    12% pa           436,364
                                                    15% pa           545,455


Christopher Rogers                             Less than 6% pa         Nil
                                                    6% pa             73,864
                                                    8% pa            147,727
                                                    10% pa           221,590
                                                    12% pa           295,454
                                                    15% pa           369,317


No new shares will be issued to satisfy these awards.




The interest of each of the executive directors in options and ordinary shares
of Woolworths Group plc, following the grant of these awards, is:




                                                                   Conditional
                        Shares             Share options          Share Awards

Trevor Bish-Jones      416,666              4,407,107              415,264*

Christopher Rogers     200,287              4.089,818              277,497*



*  This figure assumes on target performance is achieved.



The company was notified of the awards on 9 September 2004.



10 September 2004
Jonathan Bloom
Company Secretary




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