GRAINCORP LIMITED — Director's Dealing 2004

Oct 11, 2004

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity	GRAINCORP LIMITED
IA BN	60 057 186 035

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	ROSS FLANERY
Date of last notice	17 September 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest.	DIRECT/INDIRECT AS BELOW
Nature of indirect inferest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant inferest.	AS LISTED BELOW
Date of change	12/10/2004

$+$ See chapter 19 for defined terms.

No. of securities held prior to change	71,530 Ordinary Shares as sole holder 92,272 Ordinary Shares - G Flanery - indirect interest in partners holding 32,000 Ordinary Shares - J Flanery - indirect interest in family member holding 5,104 Ordinary Shares - H Flanery - indirect interest in family member holding 20,868 Ordinary Shares - TP Flanery - indirect interest in family member holding 1,600 Ordinary Shares - T and S Flanery - indirect interest in family member holding Total Ordinary shares - 223,374 1200 Reset Preference Shares as sole holder 3000 Reset Preference Shares - G Flanery - indirect interest in partners holding 300 Reset Preference Shares - H Flanery - indirect interest in family member holding 800 Reset Preference Shares - TP Flanery - indirect interest in family member holding 100 Reset PreferenceShares - T and S Flanery - indirect interest in family member holding Total Reset Preference shares - 5,400
Class	RESET PREFERENCE SHARES
Number acquired	7
Number disposed	$\theta$
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$12.60

⁺ See chapter 19 for defined terms.

No. of securities held after change

71,537 Ordinary Shares as sole holder 92,272 Ordinary Shares - G Flanery - indirect interest in partners holding 32,000 Ordinary Shares - J Flanery - indirect interest in family member holding 5,104 Ordinary Shares - H Flanery - indirect interest in family member holding 20,868 Ordinary Shares - TP Flanery - indirect interest in family member holding 1,600 Ordinary Shares - T and S Flanery - indirect interest in family member holding Total Ordinary shares - 223,381 1200 Reset Preference Shares as sole holder 3000 Reset Preference Shares - G Flanery - indirect interest in partners holding 300 Reset Preference Shares - H Flanery - indirect interest in family member holding 800 Reset Preference Shares - TP Flanery - indirect interest in family member holding 100 Reset PreferenceShares - T and S Flanery - indirect interest in family member holding Total Reset Preference shares - 5,400

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

ISSUE OF RESET PREFERENCE SHARES FROM PROSPECTUS DATED 7 JULY 2003

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed

$+$ See chapter 19 for defined terms.

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

⁺ See chapter 19 for defined terms.