June 4, 2002

Sarah Murphy, Esq.
Freshfields Bruckhaus Deringer
65 Fleet Street
London, England EC4Y 1HS

Re: Kingfisher Plc Offer for Castorama Dubois Investissements SCA
File No.: TP 02-68

Dear Ms. Murphy:

In regard to your letter dated May 17, 2002 as supplemented by conversations with the staff, this response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter.

Response:

The United States Securities and Exchange Commission (Commission) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act) on the basis of your representations and the facts presented, but without necessarily concurring in your analysis, particularly in light of the following facts:

• The Proposed Offer will comply with the applicable requirements of French law, in particular the General Regulation of the Conseil des Marches Financiers (CMF) and the regulations of the Comission des Operations de Bourse (COB);
   
• Castorama Dubois Investissements SCA (Company), a company incorporated in France, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act, whose shares are not registered under Section 12 of the Exchange Act or listed on a U.S. exchange or quoted on the NASDAQ;
   
• Any purchases of the shares of the Company (Shares) by Kingfisher plc (Offeror), a public limited company organized under the laws of England, or any broker or other financial institution, in each case acting as agents for Offeror (collectively, the Prospective Purchasers), will be made in accordance with applicable French law; and
   
• The existence of the Administrative Agreement between the United States Securities and Exhange Commission and the Commission des Operations de Bourse de France, dated December 14, 1989.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Shares otherwise than pursuant to the Proposed Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Shares, otherwise than pursuant to the Proposed Offer, shall be made in the United States;
    
2. Any purchases or arrangements to purchases Shares outside of the Proposed Offer will occur exclusively on the Euronext Paris and will be supervised by the CMF pursuant to French law;
    
3. The "note d'information" (offer document) shall disclose prominently the possibility of, or the intention to make, such purchases of Shares by the Prospective Purchasers during the Proposed Offer;
    
4. The Prospective Purchasers shall disclose promptly in the United States information regarding such purchases to the extent such information is required to be made public in France under French;
    
5. The Prospective Purchasers shall comply with all applicable provisions of French law, including the General Regulation of the CMF, the regulations of the COB and the rules of the Euronext Paris SA;
    
6. The Prospective Purchasers shall provide to the Division of Market Regulation (Division), upon request, a daily time-sequenced schedule of all purchases of Shares made during the Proposed Offer, on a transaction-by-transaction basis, including:
    
   1. size, broker (if any), time of execution, and price of purchase; and
       
   2. a statement that all purchases have been made on the Premier Marche of Euronext Paris SA;
       
7. Upon the request of the Division, the Prospective Purchasers shall transmit the information as specified in paragraphs 6.a. and 6.b. to the Division at its offices in Washington, D.C., within 30 days of its request;
    
8. The Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of at least two years from the date of the termination of the Proposed Offer;
    
9. Representatives of the Prospective Purchasers shall be made available (in person at the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
    
10. Except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.

The foregoing exemption from Rule 14e-5 under the Exchange Act is based solely on your representations and the facts presented and is strictly limited to the application of this rule to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Proposed Offer. The Division expresses no view with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority,

James A. Brigagliano
Assistant Director

Incoming Letter

The incoming letter is attached in PDF format.

http://www.sec.gov/divisions/marketreg/mr-noaction/kingfisher060402.htm