Director Shareholdings

Grafton Group PLC
12 May 2005



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company


Grafton Group plc



2. Name of director


 Michael Chadwick and Colm o Nuallain



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


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



4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)


Cresent Trust Co., + Michael Chadwick +

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

Grafton Group plc Employee Share Participation Scheme



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


Sale of 131 Grafton Units by the Trustees at request of an employee who was beneficial owner of the Units.



7. Number of shares / amount of stock acquired






8. Percentage of issued class






9. Number of shares/amount of stock disposed


131



10. Percentage of issued class






11. Class of security


Grafton Units



12. Price per share


€8.25





13. Date of transaction


11 May 2005



14. Date company informed


12 May 2005



15. Total holding following this notification


 610,402 Grafton Units held by the

Grafton Group Share Participation Scheme

On behalf of employees who are the beneficial

Owners of the Units.



16. Total percentage holding of issued class following this notification


0.26%



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


00 353 1 216 0600



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


Charles Rinn, Secretary



Date of Notification


12 May 2005











This announcement has been issued through the Companies Announcement Service of

                           the Irish Stock Exchange.


















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