Director Shareholding

Grafton Group PLC
05 October 2004



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Grafton Group Plc




2. Name of director


Michael Chadwick




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


Beneficial and non-beneficial Interests 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)




5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)






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


Increase in non-beneficial interest and decrease in beneficial interest.  No consideration paid or received.  No change
in overall family interest.



7. Number of shares / amount of stock acquired


Non-beneficial - 178,640



8. Percentage of issued class


0.1%



9. Number of shares/amount of stock disposed
Beneficial - 207,440









10. Percentage of issued class


0.1%




11. Class of security


Grafton Units



12. Price per share




13. Date of transaction


05 October 2004



14. Date company informed


05 October 2004




15. Total holding following this notification


Beneficial - 18,891,460



Non-beneficial as Nominee - 178,640



Non-beneficial interest as

Trustee of family Trust - 2,986,560



Non-beneficial interest as

Trustee of Grafton Group Plc Employee

Share Participation Scheme - 985,957





16. Total percentage holding of issued class following this notification



Beneficial - 8.9%



Non-beneficial as Nominee - 0.1%



Trustee of a Family Trust - 1.4%



Trustee of Employee Share Participation

Scheme - 0.5%





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

Tel: [phone]



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


Charles Rinn - Secretary





Date of Notification


05 October 2004


















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