Director Shareholding

3i Group PLC
16 February 2004



The Listing Rules - Chapter 16, Paragraph 16.13


3i Group plc announces that on 16 February 2004 it was notified by Mr B P
Larcombe, Chief Executive, that on 13 February 2004 he became aware of the
following circumstances.  On 31 October 2001 he became jointly beneficially
interested in 3,946 Ordinary Shares of 50p each in 3i Group plc forming part of
the estate of a late member of his family.  On 20 February 2003 he ceased to be
beneficially interested in such Shares for nil consideration.  As mentioned
above Mr Larcombe did not become aware of this beneficial interest until 13
February 2004.


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