Director Shareholding

Grafton Group PLC
20 April 2001

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    Grafton Group Plc
 2. Name of Director

    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


        Director

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

Colm O'Nuallain

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

Grant of Share Options

7) Number of shares/amount of
stock acquired


8) Percentage of issued class


9) Number of shares/amount
of stock disposed


10) Percentage of issued class


11) Class of security


12) Price per share

13) Date of transaction

14) Date company informed


15) Total holding following this notification

16) Total percentage holding of issued class following this notification



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

17) Date of grant

17 April 2001
18) Period during which or date on which exercisable

5 to 10 years from date of grant
19) Total amount paid (if any) for grant of the option

Euro150
20) Description of shares or debentures involved: class, number

15,000 Grafton Units
21) Exercise price (if fixed at time of grant) or indication that price
is to be fixed at time of exercise

Euro30.00

22) Total number of shares or debentures over which options held
following this notification
95,000


23) Any additional information

24) Name of contact and telephone number for queries

Charles Rinn

[phone]

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

Charles Rinn



                Date of Notification..19 April.2001...........