Director Shareholding

3i Group PLC
6 September 2001



                The Listing Rule - Chapter 16, Paragraph 16.13

As potential beneficiaries of The 3i Group Employee Trust
(the 'Trust') all employees of 3i Group plc and its subsidiaries have an 
interest in all the shares ('Shares') of 50p each in the Company held 
by the Trust for the purposes of section 324 Companies Act 1985.  
These employees include the executive directors of 3i Group plc, 
Brian Larcombe, Richard Summers, Martin Gagen, Peter Williams 
Michael Queen and Rod Perry (the 'Directors').

On 6 September 2001, participants (not including any Directors or former 
Directors) exercised options under the Company's Management Equity Investment 
Plan to acquire from the Trust 39,182 Shares; 21,428 at a price of £6.63, 4,828 
at a price of £5.155 and 12,926 at a price of £Nil per Share.

Each of the Directors notified 3i Group plc of the changes in his interest in 
these Shares on 6 September 2001.