Director/PDMR Shareholding

Grafton Group PLC
01 August 2006

                                  SCHEDULE 11

    Notification of Transactions of Directors/Persons Discharging Managerial
                      Responsibility and Connected Persons





All relevant boxes should be completed in block capital letters


1      Name of the Issuer                    2   State whether the notification relates to:

       Grafton Group plc                         a transaction notified in accordance with Market Abuse Rules; (ii)
                                                 a disclosure made in accordance with section 53 (as extended by
                                                 section 64 of the Companies Act 1990) or entered into the issuer's
                                                 register in accordance with section 59 of the Companies Act 1990;
                                                 or (iii) both (i) and (ii).



                                                 Notification made in accordance with (i) and (ii) above  in
                                                 capacity as Trustees of Grafton Group Share Participation Scheme.




3      Name of person discharging managerial 4   State whether notification realties to a person connected with a
       responsibilities/director                 person discharging managerial responsibilities/director named in 3
                                                 and identify the connected person
       Michael Chadwick and Colm O Nuallain
                                                 Not applicable





5      Indicate whether the notification is  6   Description of shares (including class) debentures or derivatives
       in respect of a holding of the person     or financial instruments relating to shares
       referred to in 3 or 4 above or in
       respect of a non-beneficial interest      Grafton Units

       Notification made in capacity as
       Trustees of Grafton Group Share
       Participation Scheme.




7      Name or registered shareholder(s)     8   State the nature of the transaction
       and, if more than one, member of
       shares held by each of them               Sale of 2,568 Grafton Units by the Trustees of the Grafton Group
                                                 Share Participation Scheme on the instruction of a number of
       Cresent Trust Co., + Michael Chadwick     employees who are the beneficial owners of the Units.
       + Colm O Nuallain + Aidan O' Mara as
       Trustees of the Grafton Group Share
       Participation Scheme


9      Number of shares, debentures or       10  Percentage of issued class acquired (treasury shares of that class
       financial instruments relating to         should not be taken into account when calculating  percentage)
       shares acquired


11     Number of shares, debentures or       12  Percentage of issued class disposed (treasury shares of that class
       financial instruments relating to         should not be taken into account when calculating  percentage)
       shares disposed
                                                 0.001%
       2,568 Grafton Units



13     Price per share or value of           14  Date and place of transaction
       transaction
                                                 1 August 2006 - Dublin
       €10.30 per Grafton Unit


15     Total holding following notification  16  Date issuer informed of transaction
       and total percentage holding
       following notification (any treasury      1 August 2006
       shares should not be taken into
       account when calculating percentage.



       707,154 Grafton Units held by the

       Grafton Group Share Participation
       Scheme on behalf of employees who are
       the beneficial owners of the shares.

       Percentage holding - 0.30%



If a person discharging managerial responsibilities has been granted options by
the issuer, complete the following boxes:


17               Date of grant                         18  Period during which or date on which it can be exercised


19               Total amount paid (if any) for grant  20  Description of shares or debentures involved (class and
                 of the option                             number)


21               Exercise price (if fixed at time of   22  Total number of shares or debentures over which options are
                 grant) or indication that the price       held following notification
                 is to be fixed at the time of
                 exercise


23               Any additional information            24  Name of contact and telephone number for queries









Name and signature of authorised officer of issuer responsible for making notification

Charles Rinn - Secretary

_________________________________________________

Date of notification

1 August 2006





Notes:           This form is intended for use by an issuer to make a RIS
notification required by (the Market Abuse Rules(1) and) section 53 (as extended
by section 64 of the Companies Act 1990) or entered into the issuer's register
in accordance with section 59 of the Companies Act 1990.



(1)       An issuer making a notification in respect of a transaction relating
to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.



(2)       An issuer making a notification in respect of a derivative relating to
the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and
24.



(3)       An issuer making a notification in respect of options granted to a
director/person discharging managerial responsibilities should complete boxes 1
to 3 and 17 to 24



(4)       An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should complete
the boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.



















This announcement has been issued through the Companies Announcement Service of



                            The Irish Stock Exchange









--------------------------


(1) Please note that the requirement to make a notification under the Market
Abuse Rules does not apply until 1 October 2005. Schedule 11 may be subject to
amendment prior to 1 October 2005 to bring it in line with the Financial
Regulator's 'Notification of Transactions of Directors/Persons Discharging
Managerial Responsibility and Connected Persons' under the Market Abuse
Disclosure Rules.




















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