Director Shareholding

Grafton Group PLC
19 September 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           Fergus Malone


3.                      4.                                                                                              
Please state whether        Name of the registered holder(s)
notification indicates      and, if more than one holder, the
that it is in respect       number of shares held by each of
of holding of the           them (if notified)
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       Fergus Malone
that person's spouse or
children under the age
of 18 or in respect of
an non-beneficial
interest

                                                                                                                        
Beneficial Interest of
Director


5.                      6.                                                                                              
Please state whether        Please state the nature of the
notification relates to     transaction. For PEP transactions
a person(s) connected       please indicate whether general/
with the director named     single
in 2 above and identify     co PEP and if discretionary/non
the connected person(s)     discretionary/non discretionary
                                                                                                                        
                            Exercise of options and disposal
N/A                         of shares
                                                                                                                        

7.                                                                                                                      
Number   8.  Percentage 9.  Number of     10. Percentage of
of           of issued      shares/amount     issued class
shares/      class          of stock
amount                      disposed
of stock
acquired                    244,194
                            Grafton Units
244,194                     at €5.00 each

11.          12.            13.            14.                                                                     
Class of     Price per      Date of        Date company
security     share          transaction    informed
                                                                                                                       
Grafton      84,902 at       EXERCISE OF       17 September
Units        €0.65 each      OPTIONS ON        2003
            159,292 at       17 September
            €1.07 each       2003
                             Disposal of
                             Shares            18 SEPTEMBER
                                               2003
                                                                                                                        
                             on 18
                             September
                             2003
15.                                                                                                                     
Total holding following 16.  Total percentage holding of
this notification            issued class following this
                             notification
                                                                                                                        
Beneficial 519,094           0.25%
                                                                                                                        
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
any) for grant of the       debentures involved: class,
option                      number


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

23.                                                                                                                     
Any additional          24. Name of contact and telephone
information                 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 -  Secretary
Date of notification 18 September 2003



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Enquiries: Company Monitoring and Enquiries; UK Listing Authority




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