Directors' S/hlding-Replacmnt

Grafton Group PLC
28 March 2000


The issuer has made the following amendment to the 'Directors' Shareholding' 
announcement released today at 11:58 am under RNS No 0456I.

The declaration for Charles Rinn - Secretary should refer in box 12 to 
'option price -  1935 @ Euro 2.03, 1000 @ Euro 1.78, 3500 @ Euro 4.83
 sale price   -  6435 @ Euro 25.00' and not
'1935 @ Euro 2.03, 1000 @ Euro 1.78, 3500 @ Euro 4.83' as previously shown.

All other details remain unchanged.

The full corrected version is shown below.

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 and Sale of Share Options

7   Number of shares/amount of stock acquired:
7,500

8   Percentage of issued class:
0.04%

9   Number of shares/amount of stock disposed:
7,500

10  Percentage of issued class:
0.04%

11  Class of security:
Ordinary Shares

12  Price per share:
Option Price: IR£3.80   Sale Price: Euro 25.00

13  Date of transaction:
27/3/00

14  Date company informed:
27/3/00

15  Total holding following this notification:
16930

16  Total percentage holding of issued class following this notification:
0.1%

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:
Colm O Nuallain

24  Contact telephone number:
00353 1 2160600

25  Name of company official responsible for making notification:
Colm O Nuallain     27 March 2000




Schedule 11 - Notification of interests of Directors and Connected Persons

1   Name of company:
Grafton Group Plc

2   Name of director:
Norman Kilroy

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):
Norman Kilroy

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 and Sale of Options

7   Number of shares/amount of stock acquired:
34530

8   Percentage of issued class:
0.2%

9   Number of shares/amount of stock disposed:
34530

10  Percentage of issued class:
0.2%

11  Class of security:
Ordinary Shares

12  Price per share:
Option Prices: 26250 @ IR£3.80, 8280 @ £5.40.  Sale Price: Euro 25.00

13  Date of transaction:
17/3/2000

14  Date company informed:
27/3/2000

15  Total holding following this notification:
10364

16  Total percentage holding of issued class following this notification:
0.08%

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:
Colm O Nuallain

24  Contact telephone number:
00353 1 2160600

25  Name of company official responsible for making notification:
Colm O Nuallain     27 March 2000




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 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:
Charles Rinn

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

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 Share Options and Sale of Shares

7   Number of shares/amount of stock acquired:
n/a

8   Percentage of issued class:
n/a

9   Number of shares/amount of stock disposed:
n/a

10  Percentage of issued class:
n/a

11  Class of security:
Ordinary Shares

12  Price per share:

 option price -  1935 @ Euro 2.03, 1000 @ Euro 1.78, 3500 @ Euro 4.83
 sale price   -  6435 @ Euro 25.00                


13  Date of transaction:
27/3/00

14  Date company informed:
27/3/00

15  Total holding following this notification:
685

16  Total percentage holding of issued class following this notification:
0.004%

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:
Colm O Nuallain

24  Contact telephone number:
00353 1 2160600

25  Name of company official responsible for making notification:
Colm O Nuallain    27 March 2000


Additional Information: