Director Shareholding

Grafton Group PLC
10 May 2002

                                   SCHEDULE 11 

            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS  

                                                                  
                                                      
AVS NO      
 
All relevant boxes should be completed in block capital letters. 

                                                                                                                      
  1.    Name of company                                     2.    Name of director                                    
                                                                                                                      
        Grafton Group plc                                         Michael Chadwick and Colm O Nuallain                
                                                                                                                      
  3.    Please state whether notification indicates that    4.    Name of the registered holder(s) and, if more than  
        it is in respect of holding of the shareholder            one holder, the number of shares held by each of    
        named in 2 above or in respect of a                       them (if notified)                                  
        non-beneficial interest or in the case of an                                                                  
        individual holder if it is a holding of that              Crescent Trust Co., + Michael Chadwick +            
        person's spouse or children under the age of 18           Colm O Nuallain + Aidan O' Mara as Trustees of the  
        or in respect of an non-beneficial interest               Grafton Group Share Participation Scheme            
                                                                                                                      
        Non-beneficial interest                                                                                       
                                                                                                                      
  5.    Please state whether notification relates to a      6.    Please state the nature of the transaction. For PEP 
        person(s) connected with the director named in 2          transactions please indicate whether general/single 
        above and identify the connected person(s)                co PEP and if discretionary/non discretionary/non   
                                                                  discretionary  
                                     
                                                                  Purchase of Shares by Trustees of the Grafton Group  
                                                                  Share Participation Scheme                          

  7.    Number of                8.    Percentage of        9.    Number of shares/amount    10.    Percentage of     
        shares/amount of stock         issued class               of stock disposed                 issued class      
        acquired                                                                                                      
        350,000                                                                                                       
                                                                                                                      
                                                                                                                      
                                                                                                                     
   11.    Class of security    12.    Price per share    13.    Date of transaction    14.    Date company informed  
          Grafton Units               Euro4.40                  8 May 2002                    10 May 2002            
                                                                                                                     
                                                                                                                      
  15.                         Total holding following     16.   Total percentage holding of issued class
                              this notification                 following this notification                             
        
                                                                                                        
                              1,492,430 Grafton Units                                         0.84%       
                              held by the                                                                             
                              Grafton Group Share                                                                     
                              Participation Scheme                                                                    

  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       20.    Description of shares or debentures involved: class, 
                              any) for grant of the              number                                               
                              option                                                                                  
                                                                                                                      
                                                                                                                      
  21.                         Exercise price (if fixed    22.    Total number of shares or debentures over which      
                              at time of grant) or               options held following this notification             
                              indication that price is                                                                
                              to be fixed at time of                                                                  
                              exercise                                                                                
                                                                                                                      
  23.                         Any additional              24.    Name of contact and telephone number for queries     
                              information                                                                             
                                                                                                                      
                                                                                                                      
                                                                                                                      
  25.                         Name and signature of authorised company official responsible for making this           
                              notification                                                                            
                              Charles Rinn Secretary                                                                  
                                                                                                                      
                                                                                                                      
  Date of notification 10 May 2002                                                                                    
                                                                                                                      
 
 
This announcement has been issued through the Companies Announcement Service of 
the Irish Stock Exchange. 
 
 
 



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