Holding(s) in Company

3i Group PLC
14 March 2002


Letter to 3i Group Plc
Dated March 8, 2002


Amendment  No. 2

NOTIFICATIONS UNDER SECTIONS 198 TO 202 - U.K. COMPANIES ACT

1. Company in which shares are held:     3i Group Plc

2. Notifiable Interest:       Ordinary Shares

   (A)   FMR Corp.
         82 Devonshire Street 
         Boston, MA 02109

         Parent holding company of Fidelity Management & Research Company 
         (FMRCO), investment manager for US mutual funds, and Fidelity 
         Management Trust Company (FMTC), a US state chartered bank which 
         acts as a trustee or investment manager of various pension and trust 
         accounts. (See Schedule A for listing of Registered Shareholders and 
         their holdings.)

   (B)   Fidelity International Limited (FIL) 
         P.O. Box HM 670 
         Hamilton HMCX, Bermuda

         Parent holding company for various direct and indirect subsidiaries, 
         including Fidelity Investment Services Ltd. (FISL) and Fidelity Pension 
         Management (FPM), investment managers for various non-US investment 
         companies and institutional clients. (See Schedule A for listing of 
         Registered Shareholders and their holdings.)

3. The notifiable interests also comprise the notifiable interest of:

         Mr. Edward C. Johnson 3d 
         82 Devonshire Street 
         Boston, MA 02109

   A principal shareholder of FMR Corp. and Fidelity International Limited.

4. The notifiable interests include interest held on behalf of authorized unit 
   trust schemes in the U.K., notwithstanding the exemption from reporting 
   pursuant to Section 209 (l)(h) of the Companies Act 1985.

5. These notifications of disclosable interests constitute separate 
   notifications of interest in the shares and are combined solely for the 
   purposes of clarity. Nothing herein should be taken to indicate that FMR 
   Corp. and its direct and indirect subsidiaries, Fidelity International 
   Limited and its direct and indirect subsidiaries or Mr. Edward C. Johnson 3d 
   act as a group or in concert in respect of the disclosed interests, or that 
   they are required to submit these notifications on a joint basis.

6. The disclosable interests arise under section 208 (4)(b) of the Act, namely 
   where a person, not being the registered holder, is entitled to exercise a 
   right conferred by the holding of the shares or to control the exercise of 
   such rights, or under section 203 of the Act respectively.
 


Letter from Fidelity Management & Research Company



Schedule A                                                       Amendment No. 2
Security: 3i Group Plc

                             MANAGEMENT
               SHARES HELD    COMPANY    NOMINEE/REGISTERED NAME

(Ordinary Shares)

                2,678,607      FMRCO     State Street Nominees Limited
                1,200,800      FMRCO     Chase Nominees Limited
                   25,000      FMRCO     HSBC
                   65,900      FMTC      Royal Trust
                1,301,910      FMTC      State Street Nominees Ltd.
                  980,686      FMTC      HSBC
                  272,142      FMTC      Bankers Trust
                  454,078      FMTC      Chase Nominees Ltd.
                  934,879      FMTC      Mellon Trust
                   73,400      FMTC      Bank of New York - Europe
                  872,952      FMTC      Northern Trust
                   90,600      FMTC      National Cities
                   49,200      FMTC      Nortrust Nominees
                    4,300      FMTC      Brown Brothers Harriman
                  275,800      FMTC      JP Morgan
                    9,200      FMTC      Deutsche Bank
                4,106,976      FISL      Chase Nominees Ltd
                   13,280      FPM       Nordea
                1,686,600      FPM       Bankers Trust
                  271,050      FPM       RBS Trust Bank
                1,213,696      FPM       Nortrust Nominees Ltd
                  328,200      FPM       BT Globenet Nominees Ltd
                1,571,800      FPM       Chase Nominees Ltd
                  152,226      FPM       MSS Nominees Ltd
                  173,500      FPM       HSBC Client Holdings Nominee (UK) Ltd.
                  306,849      FPM       Bank of New York Europe
                  138,060      FPM       Citibank
                   67,458      FPM       Bank of New York London
                  107,600      FPM       Mellon Nominees Ltd
                1,296,462      FIL       Chase Nominees Ltd
                  331,690      FIL       Bank of New York - London
                1,320,659      FIL       MSS Nominees Ltd
                  104,399      FIL       HSBC Client Holdings Nominee (UK) Ltd.
                1,393,491      FIL       State Street Bank & Trust
                   89,400      FIL       Mitsubishi Trust & Banking
                1,209,560      FIL       Nortrust Nominees Ltd
                  618,735      FIL       Bankers Trust
                1,983,016      FIL       RBS Trust Bank
                  199,151      FIL       Morgan Stanley
                  174,175      FIL       NAB - Australia
                1,511,794      FIL       Northern Trust
                   81,785      FIL       Citibank
                   15,700      FIL       Credit Suisse
                  927,934      FIL       Bank of New York Europe
                   27,390      FIL       Chuo Trust Bank
                  165,557      FIL       Bank of Bermuda
                   11,400      FIL       National Australia Bank
                   52,824      FIL       Deutsche Bank AG, London
                   38,970      FIL       State Street Nominees
                   93,120      FIL       Mellon Bank
                   28,970      FIL       KAS Associatie
                   35,610      FIL       RBS-EDINBURG
                   14,893      FIL       JP Morgan
                  144,072      FIL       Chase Manhattan Bank London


Total Ordinary Shares                  31,297,506

Current ownership percentage:                5.13

Shares in issue:                      609,603,828

Changes in holdings since last filing:  6,901,587 ordinary shares




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