Director Shareholding etc

Grafton Group PLC
15 April 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   4.     Name of the registered holder(s) and, if more than one holder,
             indicates that it is in respect of         the number of shares held by each of them (if notified)
             holding of the shareholder named in
             2 above or in respect of a                 Colm O'Nuallain
             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

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

             N/A

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

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


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


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

             12 April 2002                              April 2007 to April 2012

19.          Total amount paid (if any) for      20.    Description of shares or debentures involved: class, number
             grant of the option
                                                        120,000 Grafton Units
             €120

21.          Exercise price (if fixed at time of    22. Total number of shares or debentures over which options held
             grant) or indication that price is         following this notification
             to be fixed at time of exercise
                                                        870,000
             €4.25

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

                                                        Charles Rinn 353 1 216 0600

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

             Charles Rinn

Date of notification 15 April 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                          Charles Rinn - Secretary

3.           Please state whether notification   4.     Name of the registered holder(s) and, if more than one holder,
             indicates that it is in respect of         the number of shares held by each of them (if notified)
             holding of the shareholder named in
             2 above or in respect of a                 Charles Rinn
             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 Secretary

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

             N/A

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

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


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


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

             12 April 2002                              April 2007 to April 2012

19.          Total amount paid (if any) for      20.    Description of shares or debentures involved: class, number
             grant of the option
                                                        60,000 Grafton Units
             €60

21.          Exercise price (if fixed at time of 22.    Total number of shares or debentures over which options held
             grant) or indication that price is         following this notification
             to be fixed at time of exercise
                                                        275,000
             €4.25

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

                                                        Charles Rinn 353 1 216 0600

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

             Charles Rinn


Date of notification 15 April 2002



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


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            The company news service from the London Stock Exchange