Director Shareholding

3i Group PLC
23 July 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 (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, Martin Gagen, Michael Queen and
Rod Perry (the 'Directors').



On 22 July 2004, the Trust transferred 13,144 Shares at a price of £nil per
Share to a beneficiary under the Trust.



Each of the Directors notified the Company of the change in his interest in the
Shares on 23 July 2004.


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