Director Shareholding

Grafton Group PLC
21 March 2003

                                  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    4.   Name of the registered holder(s) and, if more than
      that it is in respect of holding of the             one holder, the number of shares held by each of
      shareholder named in 2 above or in respect of       them (if notified)
      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 an non-beneficial interest      Cresent Trust Co., Michael Chadwick, Colm o Nuallain
                                                          and Aidan O Mara as Trustees of the Grafton Group
                                                          plc Employee Share Participation Scheme

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      transactions please indicate whether general/single
      2 above and identify the connected person(s)        co PEP and if discretionary/non discretionary/non
                                                          discretionary

                                                          Take-up of rights issue and sale of rights

7.    Number of shares/    8.   Percentage of issued 9.   Number of shares/      10. Percentage of issued
      amount of stock           class                     amount of stock            class
      acquired                                            disposed

      227,345                                             Sale of 70,464 rights


  11. Class of security    12.  Price per share      13.   Date of transaction   14.  Date company informed

      Grafton Units             €2.00 for take up of       Sale of rights on 12,      20 March 2003
                                rights                     14 and 19 March 2003

                                €1.016 average price       Take up of rights on
                                for sale of rights         12,14 and 20 March
                                                           2003

15.   Total holding following this notification      16.   Total percentage holding of issued class following
                                                           this notification      0.8%

      1,716,395

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    20.  Description of shares or debentures involved: class,
      option                                              number




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


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

                                                          Charles Rinn 00 353 1 216 0600



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

                 Charles Rinn, Company Secretary



Date of notification 21 March 2003





This announcement has been issued through the Companies Announcement Service of
                           the Irish Stock Exchange.



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