Director Shareholdings

Grafton Group PLC
16 September 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


3.    Please state whether notification indicates    4.   Name of the registered holder(s) and, if more than
      that it is in respect of holding of the             one holder, the number of shares held by each of
      shareholder named in 2 above or in respect of       them (if notified)
      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 an non-beneficial interest      Cresent Trust Co., + Michael Chadwick +

                                                          Colm O Nuallain + Aidan O' Mara as Trustees of the

      Non-beneficial interest.  Notification made in      Grafton Group plc Employee Share Participation
      capacity as Trustees of Grafton Group plc           Scheme
      Employee Share Participation Scheme.


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



                                                          Sale of 1,254 shares  by the Trustees at request of
                                                          employees who were beneficial owners of the shares
7.    Number of shares/    8.   Percentage of issued 9.   Number of shares/      10. Percentage of issued
      amount of stock           class                     amount of stock            class
      acquired                                            disposed

                                                          1,254




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

      Grafton Units                                        13 September 2004          16 September 2004

                                €7.15


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

                                                                    0.46%
          985,957 Grafton Units held by the

      Grafton Group Share Participation Scheme

      On behalf of employees who are the beneficial

      Owners of the shares.
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    20.  Description of shares or debentures involved: class,
      option                                              number


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


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 Secretary




Date of notification  16 September 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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