WOOLTRU LIMITED AND WOOLWORTHS HOLDINGS LIMITED - JOINT ANNOUNCEMENT

31 MAY 2001
WOOLTRU LIMITED AND WOOLWORTHS HOLDINGS LIMITED

WOOLWORTHS (PROPRIETARY) LIMITED PURCHASES INTHEBAG (PROPRIETARY) LIMITED
Wooltru  Limited (Wooltru) and Woolworths (Proprietary) Limited (Woolworths)
announced  today  that Woolworths has agreed to purchase the  online  retail
business,  inthebag  (Proprietary)  Limited  (inthebag),  from  Wooltru  for
approximately R25m with effect from 1 July 2001.  This follows the  need  to
resolve the future of inthebag, given the Wooltru unbundling.

Woolworths'  products  account  for 75% of inthebag's  sales  and  customers
strongly associate inthebag with Woolworths.  It is therefore desirable  for
Woolworths  to maintain an online presence and relationships with inthebag's
customers.

Providing an online service forms an important part of Woolworths'  strategy
to  offer customers a convenient shopping option.   inthebag has established
a  world class online offer in the South African market place and Woolworths
wishes to leverage this position.

The  operation  will  be  revised  to take advantage  of  the  opportunities
available in a clicks and bricks model to significantly reduce costs.   This
is  likely to involve changing from a "central point of distribution"  to  a
"pick-from-store" model.  The revised business model will  in  time  provide
Woolworths with an opportunity to offer all its food, clothing and  homeware
product ranges online.

Consultations  are  currently under way with inthebag  staff  regarding  the
future structure of this operation.
End

Contact person:   Mark Canning, Director: Textiles and Marketing
Contact number:   Telephone:  (021) 407 3103
                  Cell        083 253 6272