Dir Shareholding-Replacement

Grafton Group PLC
17 May 2005

The following replaces the announcement released today at 10.59 RNS No. 3913M.
Box Number 16 should state Beneficial - 0.46% not 046%.  All other information
remains unchanged.  The full amended text appears.





                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Grafton Group Plc




2. Name of director


Colm O'Nuallain




3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest


Holding of Director



4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)


Colm o Nuallain



5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)


Holding in Company



6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary


Gift of Grafton Units for nil consideration



7. Number of shares / amount of stock acquired






8. Percentage of issued class






9. Number of shares/amount of stock disposed
1,000











10. Percentage of issued class





11. Class of security


Grafton Units



12. Price per share
Nil



13. Date of transaction


16 May 2005



14. Date company informed


16 May 2005




15. Total holding following this notification
Beneficial - 1,075,560

Non-beneficial interest as Trustee of Gratfon Group Plc Employee Share Partipation Scheme - 610,402



16. Total percentage holding of issued class following this notification



BENEFICIAL - 0.46%



Trustee of Employee Share Participation Scheme - 0.26%



If a director has been granted options by the company please complete the
following boxes.



17. Date of grant







18. Period during which or date on which exercisable




19. Total amount paid (if any) for grant of the option






20. Description of shares or debentures involved: class, number










21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise






22. Total number of shares or debentures over which options held following this
notification







23. Any additional information




24. Name of contact and telephone number for queries


Charles Rinn

Telephone: [phone]





25. Name and signature of authorised company official responsible for making
this notification


Charles Rinn

Secretary







Date of Notification
17 May 2005




















This announcement has been issued through the Companies Announcement Service of

                           the Irish Stock Exchange.


















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