Director Shareholding

3i Group PLC
02 December 2002


The Listing Rules - Chapter 16, Paragraph 16.13

Pursuant to the rules of The 3i Group Share Incentive Plan, on 28 November 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 560.83333p per Share; and

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


Directors          Partnership Shares     Matching Shares        Total Shares
Brian Larcombe             22                   44                    66
Rod Perry                  22                   44                    66
Richard Summers            22                   44                    66
Michael Queen              22                   44                    66
Peter Williams             22                   44                    66

Each of the Directors notified 3i Group plc of his interest in these Shares on 2
December 2002.



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