GRAINCORP LIMITED — Director's Dealing 2005

Aug 4, 2005

Rule 3.19A.2

Appendix 3Y

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	-------
labn	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	04 July 2005

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 interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	AS LISTED BELOW
Date of change	02 August 2005

⁺ See chapter 19 for defined terms.

$\frac{1}{2}$

$\mathcal{L}^{\mathcal{A}}$

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
	105 Ordinary shares - indirect interest in partners
	holding $-$ K Groves.
	4,776 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 - 1,716,706
	50 Reset Preference shares – indirect interest in
	holding of A Groves.
	500 Reset Preference shares – indirect interest in
	holding of J Skipsey
	Total Reset Preference shares - 550
Class	FULLY PAID ORDINARY
Number acquired	101
Number disposed	Nil
Value/Consideration	\$11.35
Note: If consideration is non-eash, provide details and
estimated valuation
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
	105 Ordinary shares – indirect interest in partners
	holding $-K$ Groves.
	4,877 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 - 1,716,807
	50 Reset Preference shares – indirect interest in
	holding of A Groves.
	500 Reset Preference shares - indirect interest in
	holding of J Skipsey
	Total Reset Preference shares - 550

$+$ 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

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

J.

⁺ See chapter 19 for defined terms.