Director Shareholding

3i Group PLC
4 July 2002



As potential beneficiaries of The 3i Group Employee Trust (the 'Trust') all
employees of 3i Group plc and its subsidiaries have an interest in the shares
('Shares') of 3i Group plc 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 4 July 2002, participants (who are not Directors or former directors)
exercised options under The 3i Group Management Equity Investment Plan, to
acquire from the Trust 106,177 Shares; 92,981 Shares at a price of £5.155 per
Share, 7,999 Shares at a price of £6.63 per Share and 5,197 Shares at a price of
£nil per Share.

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



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