Director Shareholding

3i Group PLC
10 January 2002


            The Listing Rules - 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 January 2002, participants (who are not Directors or former Directors) 
exercised awards under the Company's Management Equity Investment Plan (the 
'Plan') to acquire from the Trust 23,682 Shares: 4,214 Shares at a price of 
£6.63 per Share, 5,107 Shares at a price of £5.155 per Share and 14,361 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 10 January 2002.