Director Shareholding

3i Group PLC
13 August 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 10 August 2001, participants including a Director, Michael Queen, exercised
options under the Company's Management Equity Investment Plan to acquire from
the Trust 58,259 Shares; 17,702 at a price of £6.63 per Share, 569 at a price of
£6.078 per Share and 39,988 at a price of £Nil per Share, Michael Queen
exercised options under the Company's Management Equity Investment Plan to
acquire from the Trust 5,696 Shares at a price of £Nil per Share.