Director Shareholding

3i Group PLC
12 December 2002



The Listing Rules - Chapter 16, Paragraph 16.13

As potential beneficiaries of The 3i Group Employee Trust (the 'Trust') all
employees of 3i Group plc and its subsidiaries have an interest in all the
shares ('Shares') of 50p each in the Company 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 12 December 2002, participants (who are not Directors or former Directors)
exercised options under the Company's Management Equity Investment Plan to
acquire from the Trust 73,437 Shares; 4,680 Shares at a price of £6.63 per
Share, 63,206 Shares at a price of £5.155 per Share and 5,551 Shares at a price
of £nil per Share.

Each of the Directors notified 3i Group plc of the changes in his interest in
these Shares on 12 December 2002.




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