Director Shareholding

3i Group PLC
26 August 2004



The Listing Rules - Chapter 16, Paragraph 16.13


1.   As potential beneficiaries of The 3i Group Employee Trust (the 'Trust') all 
     employees of 3i Group plc (the 'Company') 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 the Company: Philip Yea, 
     Michael Queen and Rod Perry (the 'Directors').

     On 26 August 2004, participants exercised options under the Company's 
     Management Equity Investment Plan ('MEIP') to acquire 81,691 Shares from 
     the Trust at a price of £nil per Share.

     Each of the Directors notified the Company of the change in his interest in 
     the Shares on 26 August 2004.

2.   On 26 August 2004, Michael Queen, a Director, exercised options under MEIP 
     to acquire 49,244 Shares at a price of £nil per Share.

     Michael Queen notified the Company of the change in his interest in the 
     Shares on 26 August 2004.


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