Director Shareholding

3i Group PLC
02 January 2003

The Listing Rules - Chapter 16, Paragraph 16.13

Pursuant to the rules of The 3i Group Share Incentive Plan, on 31 December 2002,
each of the Directors and former 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 and former
    Directors at a subscription price of 533.83333p per Share; and
 b. Matching Shares, which were awarded to the Directors and former Directors for
    nil consideration.

Directors/Former Directors        Partnership Shares              Matching Shares                  Total Shares

Brian Larcombe                            24                             48                             72

Rod Perry                                 24                             48                             72

Richard Summers 
(retired 31/12/02)                        24                             48                             72

Michael Queen                             23                             46                             69

Peter Williams 
(retired 31/12/02)                        24                             48                             72




Each of the above notified 3i Group plc of his interest in these Shares on 2
January 2003.


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