Holding in Company

Grafton Group PLC
31 October 2001

                                 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 Secretary

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

Charles Rinn

5) Please state whether notification relates to a person(s) connected
with the Director named in 2 above and identify the connected person(s)

N/A


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 40,000 shares and Disposal of 40,000 Shares

7) Number of shares/amount of
stock acquired

40,000

8) Percentage of issued class

N/A

9) Number of shares/amount
of stock disposed

40,000

10) Percentage of issued class

N/A

11) Class of security

Grafton Units

12) Price per share

Option Price: Euro0.686 Disposal Price: Euro3.20

13) Date of transaction

30 October 2001

14) Date company informed

30 October 2001

15) Total holding following this notification

15,900

16) Total percentage holding of issued class following this notification

0.009%


If a director has been granted options by the company please complete the
following boxes

17) Date of grant

N/A

18) Period during which or date on which exercisable

N/A

19) Total amount paid (if any) for grant of the option

N/A

20) Description of shares or debentures involved: class, number

N/A

21) Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise

N/A

22) Total number of shares or debentures over which options held
following this notification

N/A



23) Any additional information

N/A

24) Name of contact and telephone number for queries

Charles Rinn 00 353 1 2160600

25) Name and signature of authorised company official responsible for
making this notification Charles Rinn

Date of Notification...31 October 2001 ...............................