Director Shareholding

Grafton Group PLC
30 August 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                                         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                                                                  
        person's spouse or children under the age of 18                                                
        or in respect of an non-beneficial interest                                                                   

        Holding of Director                                       Colm O'Nuallain                                       
            


  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   
                                    
        Holding of Director                                       Exercise of Share Options                           
                                                                                                                      

  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                                                                                                      

        80,000                         0.045%                                                                         
                                                                                                                      
                                                                                                                      
                                                                                                                        
 11.    Class of security       12.    Price per share     13.    Date of transaction        14.    Date company        
                                                                                                    informed  

        Grafton Units                  €1.136                     30 August 2002                    30 August 2002      
  
                                                                                                                     
                                                                                                                      
 15.    Total holding following                            16.    Total percentage holding 
        this notification                                         of issued class following this           
                                                                  notification 
                                                                         
        511,270 Grafton Units                                     0.29%
                                                                                                              
  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 0which 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                                                                     
                                                                                                                      
                                                                  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 30 August 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