Director Shareholding

Grafton Group PLC
01 June 2005



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Grafton Group plc




2. Name of director


Charles Rinn - Secretary




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


Holding of shareholder mentioned in 2 above



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)


Not applicable



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


Exercise of options over 74,289 Grafton Units under the Grafton Group Share Option Scheme and acquired 74,290 shares
under the 1999 Grafton Group Share Scheme



7. Number of shares / amount of stock acquired


         148,579 Grafton Units



8. Percentage of issued class


    0.063%



9. Number of shares/amount of stock disposed


Not applicable









10. Percentage of issued class





11. Class of security


Grafton Units



12. Price per share
37,144 Grafton Units at €1.07 per Unit

37,145 Grafton Units at €2.21 per Unit

37,145 Grafton Units at €1.81 per Unit

37,145 Grafton Units at €2.07 per unit



13. Date of transaction


31 May 2005



14. Date company informed


31 May 2005




15. Total holding following this notification
176,339 Grafton Units



16. Total percentage holding of issued class following this notification



 0.074%



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






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


Charles Rinn  - 00353 1 216 0600





Date of Notification
1 June 2005




















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