WOOLWORTHS - RESULTS OF THE INTERNATIONAL OFFER

WOOLWORTHS HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/01986/06)
("WOOLWORTHS")

RESULTS OF THE INTERNATIONAL OFFER - ISSUE OF US$100M INCLUDING AN
OVER-ALLOTMENT OPTION

FURTHER TO THE ANNOUNCEMENTS PUBLISHED ON 15 OCTOBER 1997, 8 MAY 1998 AND 22
MAY 1998, HSBC SIMPSON MCKIE (PTY) LIMITED IS AUTHORISED TO ANNOUNCE THE
RESULTS OF THE INTERNATIONAL OFFER ("INTERNATIONAL OFFER") OF ORDINARY SHARES
IN THE FORM OF SHARES AND GLOBAL DEPOSITARY SHARES ("GDSS") TO REPAY THE
BRIDGING LOANS AND RELATED COSTS OF FINANCING THE ACQUISITION OF COUNTRY ROAD
LIMITED ("COUNTRY ROAD") AND TO PURCHASE THE SHARES OF COUNTRY ROAD OWNED BY
THE MINORITY SHAREHOLDERS (IF AVAILABLE) IN TERMS OF AN ACQUISITION ISSUE
("ACQUISITION ISSUE").  ANY SHARES REQUIRED IN TERMS OF AN OVER ALLOTMENT
OPTION WILL BE ISSUED IN TERMS OF THE GENERAL AUTHORITY TO ISSUE SHARES FOR
CASH.

A TOTAL OF US$ 90M (R464M), EXCLUDING AN OVER ALLOTMENT OPTION OF US$10M
(R52M), WAS RAISED IN THE FORM OF SHARES AND GDSS (EACH COMPRISING 10 SHARES)
AT R6.50 PER SHARE.

THE FINANCIAL EFFECTS OF THE ACQUISTION ISSUE FOR THE PERIOD 1 JULY 1997 TO 28
FEBRUARY 1998 ARE OUTLINED BELOW AS IF THE ACQUISITION ISSUE HAD TAKEN PLACE ON
1 JULY 1997:

                                 BEFORE THE                AFTER THE

                                 ACQUISITION ISSUE AS AT   ACQUISITION
                                 28 FEBRUARY               ISSUE
                                 1998

EARNINGS PER SHARE (CENTS)       20.4                      19.2

NET ASSET VALUE                  142.1                     186.2
PER SHARE (CENTS)

THE EFFECTS SHOULD NOT BE SEEN TO BE REPRESENTATIVE OF THE ACTUAL RESULTS FOR
THE YEAR ENDED 30 JUNE 1998.  THE DECREASE IN EARNINGS PER SHARE IS MAINLY
ATTRIBUTABLE TO THE FACT THAT THE SHARES ISSUED IN TERMS OF THE INTERNATIONAL
OFFER HAVE BEEN TAKEN INTO ACCOUNT FOR THE FULL 8 MONTH PERIOD WHEREAS THE
MAJORITY OF THE BRIDGING LOANS WERE ONLY INCURRED DURING FEBRUARY 1998.
APPLICATION HAS BEEN MADE TO THE JOHANNESBURG STOCK EXCHANGE FOR A LISTING OF
71 411 538 ORDINARY SHARES IN TERMS OF THE ACQUISITION ISSUE FROM 09H30 ON
FRIDAY, 12 JUNE 1998 AND SETTLEMENT WILL TAKE PLACE ON 17 JUNE 1998.
CAPE TOWN
9 JUNE 1998
INVESTMENT HOUSE
HSBC SIMPSON MCKIE
ATTORNEYS
EDWARD NATHAN & FRIEDLAND INC