Director Shareholding

3i Group PLC
02 February 2004




The Listing Rules - Chapter 16, Paragraph 16.13

Pursuant to the rules of The 3i Group Share Incentive Plan, on 30 January 2004,
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 644.66666p per Share;



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



(b)  Dividend Shares, which were purchased by the Directors at a
   subscription price of 644.66666p per Share following a dividend reinvestment.


Directors                     Partnership Shares     Matching Shares     Dividend Shares        Total Shares
Brian Larcombe                        19                   38                   11                   68
Rod Perry                             19                   38                   11                   68
Michael Queen                         20                   40                   11                   71



Each of the Directors notified 3i Group plc of his interest in these Shares on
30 January 2004.




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