Director Shareholding

Grafton Group PLC
12 April 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   4.     Name of the registered holder(s) and, if more than one holder,
             indicates that it is in respect of         the number of shares held by each of them (if notified)
             holding of the shareholder named in
             2 above or in respect of a                 Crescent Trust Co,. + Michael Chadwick +
             non-beneficial interest or in the
             case of an individual holder if it         Colm O'Nuallain + Aidan O'Mara as Trustees of the Grafton Group
             is a holding of that person's              plc Share Participation Scheme
             spouse or children under the age of
             18 or in respect of an
             non-beneficial interest

             Non-beneficial interest

5.           Please state whether notification   6.     Please state the nature of the transaction. For PEP transactions
             relates to a person(s) connected           please indicate whether general/single
             with the director named in 2 above         co PEP and if discretionary/non discretionary/non discretionary
             and identify the connected person(s)
                                                        Transfer of shares by Trustees of the Grafton Group plc Share
                                                        Participation Scheme to scheme participants
             N/A
                                                        (employees).

7.           Number of   8.         Percentage   9.     Number of shares/amount of 10.       Percentage of issued class
             shares/                of issued           stock disposed
             amount of              class                                                    0.24%
             stock                                      422,360 Grafton Units
             acquired                                   transfered



11.    Class of    12.        Price per    13.                Date of       14.              Date company informed
       security               share                           transaction
                                                                                             9 April 2002
       Grafton                N/A                             9 April 2002
       Units

15.          Total holding following this        16.                 Total percentage holding of issued class following
             notification                                            this notification 0.42%

             742,430 Grafton Units held by the
             Grafton Group plc 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 any) for      20.    Description of shares or debentures involved: class, number
             grant of the option


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

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

                                                        Charles Rinn 00353 - 216 0600



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

             Charles RInn

Date of notification 12 April 2002







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