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Prepared and filed by St Ives Financial

 [Letterhead of Stephen P.
 Webster]

26 October  2005

VIA FEDERAL EXPRESS AND EDGAR

Ms. Jennifer Thompson

Division of Corporation Finance

Mail Stop 7010

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

    Re:
    Wolseley
            plc Annual Report on Form 20-F, File No. 001-15186

    Filed November 18, 2004

Dear Ms. Thompson:

I am the Group Finance Director
    of Wolseley plc (the "Company") and am writing this letter on behalf
    of the Company in response to the comments of the staff (the "Staff")
    of the Securities and Exchange Commission (the "Commission") set
    forth in your letter dated October 13, 2005 (the "Comment Letter").
    Set forth below are the Company's responses to the comments raised in the
    Comment Letter. For the convenience of the Staff, each response has been
    numbered to correspond with the comments in the Comment Letter. Capitalised
    terms used but not defined herein shall have the meanings ascribed to them
    in the Annual Report.

FORM 20-F FOR THE YEAR ENDED
    JULY 31, 2004

General

    1.
    We note your response dated September
          9, 2005 provides the requested Tandy language within the body of the
          letter signed by your legal counsel. As indicated in our letter dated
          August 9, 2005, these statements must be provided by your company and
          its management. Please file the Tandy language as a letter from management
    on your company's letterhead.

The Company hereby acknowledges
that:-

    •
    The Company is responsible for the adequacy
    and accuracy of the disclosure in its filings;

    •
    Staff comments or changes to disclosure
        in response to staff comments in the filings reviewed by the Staff do
        not foreclose the Commission from taking any action in respect of the
    filing; and

    •
    The Company may not assert Staff comments
        as a defence in any proceeding initiated by the Commission or any person
    under the federal securities laws of the United States.

Back to Contents

Item 18—Financial
    Statements for the Fiscal Year Ended July 31, 2004

Note 41—Summary
        of Significant Differences between Accounting Principles Generally Accepted
        in the United
    Kingdom and the United States, page F-44

Reconciliation of Shareholders'
    Funds, page F-46

    2.
    We note from Exhibit B, supplementally
          provided in response to comment 7 of our letter dated August 9, 2005,
          that US GAAP dividends for the years ended July 31, 2003 and 2004 were
          112.9 million pounds and 136.0 million pounds, respectively. Please
          reconcile these amounts to the information presented within your Form
          20-F. In this regard, we note from page F-3 that your UK GAAP dividends
          for the years ended July 31, 2003 and 2004 were 123.1 million pounds
          and 139.1 million pounds, respectively. We further note from page F-46
          that your adjustments to provide US GAAP dividends for the years ended
          July 31, 2003 and 2004 were decreases of 90.5 million pounds and 93.6
          million pounds, respectively. This appears to result in US GAAP dividends
          for the years ended July 31, 2003 and 2004 of 32.6 million pounds and
          45.5 million pounds, respectively. If applicable, please make any necessary
          revisions in your July 31, 2005 Form 20-F, and show us what these revisions
    will look like.

Thank you for your comment.
    I apologise for any confusion that the reconciliation of shareholders' funds
may have caused.

Under UK GAAP, ordinary dividends
    proposed are recognised in the year in respect of which they are recommended,
    although approval of the dividend will not take place until the Company's
    Annual General Meeting subsequent to the year end. Under US GAAP, dividends
    are recognised in the year in which they are declared and approved.

As a consequence at July 31,
    2004, under UK GAAP the Company held a provision of £93.6m in relation
    to the final 2004 dividend, and a corresponding amount at July 31, 2003 of £90.5m.
    Under US GAAP, no such provision should exist and hence the provision is
    included as a reconciling adjustment between UK and US GAAP in our UK to
    US GAAP reconciliation.

The dividends included in the
    reconciliation of equity shareholders' funds included as exhibit B to our
    letter of September 9, 2005 represent the dividends that under US GAAP would
    have been recognised as a deduction from shareholders' funds during the respective
    periods. These can be summarised as follows:

    2004

          2003

    £'m

     £'m

         Final dividend for prior
    year

    90.5

    80.3

         Interim
    dividend for current year

    45.5

    32.6

         Deduction from shareholders' equity

    136.0

     112.9

During each year, both dividends
    were paid and as a result will have been deducted from shareholders' funds
    under both UK GAAP and US GAAP. Therefore at the period end the provision
    for the current year final dividend remains as the only reconciling item
between UK and US GAAP. I trust this clarifies any prior confusion.

Back to Contents

If you have any questions regarding
    the responses to these comments or require additional information, please
    contact me at the address listed above, or you may contact our U.S. attorneys,
    Robert M. Chilstrom at (212) 735-2588 or Stephen D. Evans at (212) 735-3546.

Yours sincerely

/s/ S. Webster

Stephen P. Webster

Group Finance Director

Enclosures

    cc:
    John Cash

      Accounting Branch Chief

      Division of Corporation Finance

      Mail Stop 7010

    Securities and Exchange Commission

      100 F Street N.E.

      Washington, D.C. 20549

    Robert M. Chilstrom

    Skadden, Arps, Slate, Meagher & Flom
    LLP