Director Shareholding

3i Group PLC
13 February 2004

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 12 February 2004, participants exercised options under the Company's
Management Equity Investment Plan to acquire from the Trust 78,934 Shares:
37,884 Shares at a price of £nil per Share, 2,113 Shares at a price of £5.115
per Share and 38,937 Shares at a price of £6.63 per Share.

Each of the Directors notified 3i Group plc of the change in his interest in
these Shares on 13 February 2004.


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