Director Shareholding

3i Group PLC
18 February 2002


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

3i GROUP PLC

2)  NAME OF DIRECTOR

RODERICK WILLIAM PERRY

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

NOTIFICATION IN RESPECT OF HOLDING OF DIRECTOR IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

BANK OF SCOTLAND SINGLE COMPANY PEP HSDL NOMINEES LIMITED A/C BOS

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

RE-INVESTMENT OF DIVIDEND BY PEP ADMINISTRATOR

7)  Number of shares/amount of
    stock acquired

1

8)   (0.0000%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class



11) Class of security

ORDINARY SHARES OF 50P

12) Price per share

£8.09

13) Date of transaction

22.01.02

14) Date company informed

15.02.02

15) Total holding following this notification

*21509

16) Total percentage holding of issued class following this notification

0.0035%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information

*EXCLUDES CONDITIONAL RIGHTS TO ACQUIRE 67612 SHARES UNDER THE MANAGEMENT EQUITY
INVESTMENT PLAN

24) Name of contact and telephone number for queries

JILLY WHITE       020 7975 3266

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification    18 FEBRUARY 2002                             


                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

3i GROUP PLC

2)  NAME OF DIRECTOR

PETER BRYAN GURMIN WILLIAMS

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

NOTIFICATION IN RESPECT OF HOLDING OF DIRECTOR IN 2 ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

BANK OF SCOTLAND SINGLE COMPANY PEP HSDL NOMINEES LIMITED A/C BOS

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

N/A

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

RE-INVESTMENT OF DIVIDEND BY PEP ADMINISTRATOR

7)  Number of shares/amount of
    stock acquired

1

8)   (0.0000%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class



11) Class of security

ORDINARY SHARES OF 50P

12) Price per share

£8.09

13) Date of transaction

22.01.02

14) Date company informed

15.02.02

15) Total holding following this notification

*305481

16) Total percentage holding of issued class following this notification

0.0501%

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information

*EXCLUDES CONDITIONAL RIGHTS TO ACQUIRE 112308 SHARES UNDER THE MANAGEMENT EQUITY
INVESTMENT PLAN

24) Name of contact and telephone number for queries

JILLY WHITE     020 7975 3266

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification     18.02.2002                            



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