GRAINCORP LIMITED — Director's Dealing 2004

Jun 1, 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
JABN	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	MR WILLIAM GRAHAM BARRON
Date of last notice	13 May 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	INDIRECT/DIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant inferest.	AS LISTED BELOW
Date of change	28 May 2004
No. of securities held prior to change	51,160 Ordinary Shares as sole shareholder 17,648 Ordinary Shares as WG and EE Barron 25,600 Ordinary Shares as WG and WE Barron Total held – 93,958
Class	FULLY PAID ORDINARY SHARES
Number acquired	199
Number disposed	0
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	\$11.10
No. of securities held after change	51,359 Ordinary Shares as sole shareholder 17,648 Ordinary Shares as WG and EE Barron 25,600 Ordinary Shares as WG and WE Barron Total held – 94,157

⁺ See chapter 19 for defined terms.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	ON MARKET PURCHASE OF SECURITIES UNDER DEFERRED SHARE PLAN
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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
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

$+$ See chapter 19 for defined terms.