GRAINCORP LIMITED — Director's Dealing 2004

Jul 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	DAVID GROVES
Date of last notice	2 June 2004

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 interest.	AS LISTED BELOW
Date of change	6 July 2004

⁺ See chapter 19 for defined terms.

No. of securities held prior to change	489,873 Ordinary shares as a Director of Desbech Pty
	Ltd
	890,976 Ordinary shares as a Director of DB Capital
	Pty Ltd
	241,984 Ordinary shares as a Director of R and D
	Pastoral Pty Ltd
	21,200 Ordinary Shares - indirect interest in holding
	of K Groves and N Der Sarkissian
	105 Ordinary shares - indirect interest in partners
	holding - K Groves.
	2131 Ordinary Shares - D Groves
	18,448 Ordinary shares – indirect interest in holding of
	A Groves.
	70,544 Ordinary shares – indirect interest in holding of
	J Skipsey.
	Total ordinary shares held - 1,735,261
	4000 Reset preference shares as a Director of Desbech
	Pty Ltd
	5500 Reset preference shares as a Director of DB
	Capital Pty Ltd
	50 Reset Preference shares - indirect interest in
	holding of A Groves.
	500 Reset Preference shares - indirect interest in
	holding of J Skipsey
	500 Reset preference shares - indirect interest in
	holding of K Groves and N Der Sarkissian
	Total Reset Preference shares - 10,550
Class	FULLY PAID ORDINARY SHARES
Number acquired	288
Number disposed	0
Value/Consideration Note: If consideration is non-cash, provide details and	\$12.00
estimated valuation

⁺ See chapter 19 for defined terms.

No. of securities held after change	489,873 Ordinary shares as a Director of Desbech Pty
	Ltd.
	890,976 Ordinary shares as a Director of DB Capital
	Pty Ltd
	241,984 Ordinary shares as a Director of R and D
	Pastoral Pty Ltd
	21,200 Ordinary Shares - indirect interest in holding
	of K Groves and N Der Sarkissian
	105 Ordinary shares - indirect interest in partners
	holding – K Groves.
	2419 Ordinary Shares - D Groves
	18,448 Ordinary shares - indirect interest in holding of
	A Groves.
	70,544 Ordinary shares – indirect interest in holding of
	J Skipsey.
	Total ordinary shares held - 1,735,549
	4000 Reset preference shares as a Director of Desbech
	Pty Ltd
	5500 Reset preference shares as a Director of DB
	Capital Pty Ltd
	50 Reset Preference shares – indirect interest in
	holding of A Groves.
	500 Reset Preference shares - indirect interest in
	holding of J Skipsey
	500 Reset preference shares - indirect interest in
	holding of K Groves and N Der Sarkissian
	Total Reset Preference shares - 10,550
Nature of change	ON MARKET PURCHASE OF SECURITIES
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment	UNDER DEFERRED SHARE PLAN
plan, participation in buy-back

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

$+$ See chapter 19 for defined terms.

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

$+$ See chapter 19 for defined terms.