Director Shareholding

3i Group PLC
4 April 2002


The Listing Rules - Chapter 16, Paragraph 16.13


Pursuant to the rules of The 3i Group All Employee Share Plan, on 2 April 2002,
each of the Directors listed below became beneficially interested in the total
number of Shares of 50p each in 3i Group plc, shown against his name below, such
Shares consisting of: 

a) Partnership Shares, which were purchased by the Directors at a subscription 
   price of 763.6666p per Share; and

b) Matching Shares, which were awarded to the Directors for nil consideration. 

Directors             Partnership Shares       Matching Shares      Total Shares
 
Brian Larcombe              16                      32                  48
Rod Perry                   16                      32                  48
Richard Summers             16                      32                  48
Peter Williams              16                      32                  48
 

Each of the Directors notified 3i Group plc of his interest in these Shares on
4 April 2002.



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