Director Shareholding

Grafton Group PLC
1 October 2001



                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company


        Grafton Group Plc

2 Name of Direcor


        Norman Kilroy

 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 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)

Norman Kilroy

5) Please state whether notification relates to a person(s) connected

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 262,500 shares and disposal of 262,500 shares

7) Number of shares/amount of
stock acquired

262,500

8) Percentage of issued class

0.15%

9) Number of shares/amount
of stock disposed
262,500

10) Percentage of issued class
0.15%

11) Class of security
Ordinary Shares

12) Price per share
Option price Euro0.56

Disposal price Euro3.00

13) Date of transaction

01 October 2001

14) Date company informed
01 October 2001

15) Total holding following this notification

48,690

16)Total percentage holding of issued class following this notification
0.028%

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

Charles Rinn

00353 1 2160600

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

Charles Rinn



Date of Notification..01.10.2001