Director Shareholding

3i Group PLC
03 February 2003


The Listing Rules - Chapter 16, Paragraph 16.13


Pursuant to the rules of The 3i Group Share Incentive Plan, on 31 January 2003,
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 477p per Share;

(b) Matching Shares, which were awarded to the Directors for nil consideration; 
    and

(c) Dividend Shares, which were purchased by the Directors at a subscription 
    price of 477p per Share, following a dividend reinvestment.


Directors            Partnership Shares    Matching Shares      Dividend Shares      Total Shares

Brian Larcombe       26                    52                   6                    84
Rod Perry            26                    52                   6                    84
Michael Queen        27                    54                   5                    86



Each of the Directors notified 3i Group plc of his interest in these Shares on 3
February 2003.


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