Director Shareholding

3i Group PLC
22 July 2004



The Listing Rules - Chapter 16, Paragraph 16.13



1.   Pursuant to the rules of The 3i Group Discretionary Share Plan, on 21
July 2004, Philip Yea, a Director (the 'Director') of 3i Group plc (the 'Company
'), was granted the right (the 'Option') to acquire the number of Shares ('
Shares') of the Company detailed against his name below subject to a performance
condition.  The Option is exercisable from and including 21 July 2007 at a price
of 572.5p per Share and shall lapse on 20 July 2014.  The consideration for the
grant was nil.



Director                          Number of Shares under the Option
Philip Yea                                     314,410



     The Director notified the Company of the change in his interest in
Shares on 22 July 2004.



2.   Pursuant to the rules of The 3i Group Performance Share Plan, on 21
July 2004, Philip Yea was granted an award (the 'Award') over the number of
Shares detailed against his 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 the grant was nil.


Director                          Number of Shares under the Award
Philip Yea                                     179,663
                                

      The Director notified the Company of the change in his interest in
Shares on 22 July 2004.



3.    On 21 July 2004, the Company was notified by Philip Yea that he was
interested in a further three Shares.  The Shares were acquired on 14 July 2004
and were purchased at a price of 579p each.





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