Directors' Notification of Dealing in Shares

Grafton Group PLC
24 March 2000

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 director named in 2 above or 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 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:
Exercise of options and partial sale of shares

7   Number of shares/amount of stock acquired:
5000

8   Percentage of issued class:
0.03%

9   Number of shares/amount of stock disposed:
1073

10  Percentage of issued class:
0.006%

11  Class of security:
Ordinary

12  Price per share:
Exercise Price: Eur 4.29      Sale Price: Eur 25.00

13  Date of transaction:
23 March 2000

14  Date company informed:
23 March 2000

15  Total holding following this notification:
20857

16  Total percentage holding of issued class following this notification:
0.12%

If a director has been granted options by the company, please complete the
following fields:

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  Contact name for queries:
Charles Rinn

24  Contact telephone number:
2160600

25  Name of company official responsible for making notification:
Charles Rinn


Additional Information: