Director Shareholding

3i Group PLC
04 July 2003



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, Martin Gagen, Michael Queen and Rod
Perry (the 'Directors').



On 3 July 2003, participants (not Directors or former Directors) exercised
options under the Company's Management Equity Investment Plan to acquire from
the Trust 174,770 Shares; 61,872 Shares at a price of £nil per Share, 77,799
Shares at a price of £5.155 and 35,099 Shares at a price of £6.63 per Share.



Each of the Directors notified 3i Group plc of the changes in his interest in
these Shares on 4 July 2003.




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