GRAINCORP LIMITED — Director's Dealing 2005

May 11, 2005

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 THE PERFECTIVE AND PROPERTY ARE EXPLOSIVE ASSOCIATE AND THE RESIDENCE OF A REAL PROPERTY.
ABN	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	06 April 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	04 May 2005

⁺ 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
	105 Ordinary shares – indirect interest in partners
	holding – K Groves.
	4,083 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 - 1,716,013
	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	178
Number disposed	Nil
Value/Consideration	\$12.96
Note: If consideration is non-cash, 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.
	4,261 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 - 1,716,191
	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 options, issue of securities under dividend reinvestment	ON MARKET PURCHASE OF SECURITIES . Example: on-nurket trade, off-market trade, exercise of 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
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-eash, provide details and an estingued valuation
Interest after change

$+$ See chapter 19 for defined terms.