Director Shareholding

3i Group PLC
24 June 2004



The Listing Rules - Chapter 16, Paragraph 16.13

1.   Pursuant to the rules of The 3i Group Discretionary Share Plan, on 23 June 
     2004, two Directors (the 'Directors') of 3i Group plc (the 'Company'),
     Michael Queen and Rod Perry, were each granted the right (the 'Option') to
     acquire the number of Shares ('Shares') of the Company detailed against 
     their name below subject to a performance condition.  The Option is 
     exercisable from and including 23 June 2007, at a price of £6.03 per Share 
     and shall lapse on 22 June 2014.  The consideration for each of the grants 
     was nil.

Director                           Number of Shares under the Option

Michael Queen                      89,552
Rod Perry                          40,422



2.   Pursuant to the rules of The 3i Group Performance Share Plan, on 23 June 
     2004, two Directors, Michael Queen and Rod Perry, were each  granted an
     award (the 'Award') over the number of Shares detailed against their name 
     below. The Shares subject to the Award are subject to forfeiture, in 
     accordance with the rules of The 3i Group Performance Share Plan, from the 
     date of grant until the date on which the performance condition attached to 
     the Award is met, or in certain limited circumstances, waived.  The 
     consideration for each of the grants of the Awards was nil.

Director                           Number of Shares under the Award

Michael Queen                      89,552
Rod Perry                          23,098

Each of the Directors notified the Company of the changes in his interests on 24
June 2004.


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