Director Shareholding

3i Group PLC
6 June 2002


Pursuant to the rules of The 3i Group Share Incentive Plan, on 31 May 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 749.3333p per Share; and

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


Directors          Partnership Shares        Matching Shares      Total Shares

Brian Larcombe            17                       34                  51

Rod Perry                 17                       34                  51

Michael Queen             17                       34                  51

Richard Summers           17                       34                  51

Peter Williams            17                       34                  51


Each of the Directors notified 3i Group plc of his interest in these Shares on 6
June 2002.



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