Director Shareholding

Grafton Group PLC
24 October 2002




                                  SCHEDULE 11

                   NOTIFICATION OF MAJOR INTERESTS IN SHARES



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)

Davy Nominees

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 of Director

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

Purchase of Grafton Units


7. Number of shares / amount of stock acquired


28,730



8. Percentage of issued class


0.016%



9. Number of shares/amount of stock disposed






10. Percentage of issued class






11. Class of security


Grafton Units



12. Price per share


28,730 at €3.58



13. Date of transaction
24 October 2002



14. Date company informed
24 October 2002



15. Total holding following this notification


640,000 Grafton Units



16. Total percentage holding of issued class following this notification


0.36%



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 - 00353 1 216 0600



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


Charles Rinn

Secretary





Date of Notification


24 October 2002



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