Director Shareholdings

Grafton Group PLC
05 April 2004

                                  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

                                                          11                                                            
Please state whether       4.  Name of the registered holder(s)
                                                                                                                        
notification indicates         and, if more than one holder, the
3.                                                                                                                      
that it is in respect of       number of shares held by each of
                                                                                                                        
holding of the shareholder     them (if notified)
                                                                                                                        
named in 2 above or in
                                                                                                                        
respect of a
                                                                                                                        
non-beneficial interest or
                                                                                                                        
in the case of an              Cresent Trust Co., Michael
                                                                                                                        
individual holder if it is     Chadwick, Colm o Nuallain and
                                                                                                                        
a holding of that person's     Aidan O Mara as Trustees of the
                                                                                                                        
spouse or children under       Grafton Group plc Employee Share
                                                                                                                        
the age of 18 or in            Participation Scheme
                                                                                                                        
respect of an
                                                                                                                        
non-beneficial interest



                                                                                                                        
Non-beneficial interest of
                                                                                                                        
Directors.  Notification
                                                                                                                        
arises in capacity as
                                                                                                                        
Trustees of Employee Share
                                                                                                                        
Participation Scheme


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

                                                                                                                        
                              Release of 431,850 Grafton Units
                                                                                                                        
                              by Employee Share Participation
                                                                                                                        
Not applicable                 Scheme to employees


7.                                                                                                                      
Number   8.  Percentage of 9.  Number of     10. Percentage of
                                                                                                                        
of           issued class      shares/amount     issued class
                                                                                                                        
shares/                        of stock
                                                                                                                        
amount                         disposed
                                                                                                                        
of stock
                                                                                                                        
acquired                       Release of
                                                                                                                        
                              431,850 Units
                                                                                                                        
                              to Employees



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

                                                                                                                        
Grafton
                                                                                                                        
Units
                                                                                                                        
            No                 Release of        5 April 2004
                                                                                                                        
            consideration      431,850
                                                                                                                        
            arose on           Units to
                                                                                                                        
            release of         Employees on
                                                                                                                        
            shares.            5 April 2004


15.                                                                                                                     
Total holding following    16.  Total percentage holding of
                                                                                                                        
this notification               issued class following this
                                                                                                                        
                               notification
                                                                                                                        
891,671 Grafton Units
                                                                                                                        
                               0.42%

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) 20. Description of shares or
                                                                                                                        
for grant of the option        debentures involved: class,
                                                                                                                        
                              number



21.                                                                                                                     
Exercise price (if fixed   22. Total number of shares or
                                                                                                                        
at time of grant) or           debentures over which options
                                                                                                                        
indication that price is       held following this notification
                                                                                                                        
to be fixed at time 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 5 April 2004


Company Announcements Office, Old Broad Street, London EC2N 1HP

Facsimile: 020 7588 6057, 020 7334 8964/8965/8966 (PLEASE DO NOT POST)

Enquiries: Company Monitoring and Enquiries; UK Listing Authority









This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange
















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