Directors' Notification of Dealing in Shares

3i Group PLC
5 June 2000


                   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 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 3i Group plc, Brian Larcombe, Richard Summers, Martin Gagen, Peter
Williams, Michael Queen and Rod Perry (the 'Directors').

On 2 June 2000 the Trustee of the Trust transferred 9,453 Shares to a
participant (not being a Director or former Director) on the exercise by him of
options under the Company's Management Equity Investment Plan.  The
consideration for this transfer was nil.

Each of the Directors notified 3i Group plc of the changes in his interest in
these Shares on 5 June 2000.