Director Shareholding

3i Group PLC
14 December 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 13 December 2001, eleven participants (including one Director, details of 
which are provided below) exercised awards under the Company's Management Equity
Investment Plan (the 'Plan') to acquire from the Trust 104,029 Shares; 27,411 
Shares at a price of £6.63 per Share, 42,307 Shares at a price of £5,155 per 
Share and 34,311 Shares at a price of £nil per Share.

On 13 December 2001, Richard Summers exercised awards under the Plan to acquire 
from the Trust 10.188 Shares 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 14 December 2001.