Director Shareholding

Lloyds TSB Group PLC
23 October 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP PLC


2)  NAME OF DIRECTOR

    MICHAEL KENT ATKINSON

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

     SEE APPENDIX

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

     SEE APPENDIX

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

     SEE APPENDIX

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

     SEE APPENDIX

7)  Number of shares/amount of
    stock acquired

     SEE APPENDIX

8)   (MINIMAL)
    of issued Class


9)  Number of shares/amount
    of stock disposed

      N/A

10)  ( N/A %)
    of issued Class


11) Class of security

    ORDINARY SHARES OF 25P EACH


12) Price per share

    SEE APPENDIX

13) Date of transaction

    SEE APPENDIX

14) Date company informed

    SEE APPENDIX

15) Total holding following this notification

     SEE APPENDIX

16) Total percentage holding of issued class following this notification

    MINIMAL

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification

    436,789

23) Any additional information



24) Name of contact and telephone number for queries

    A.J.MICHIE, SECRETARY
    020 7356 1043

25) Name and signature of authorised company official responsible for
    making this notification


   Date of Notification 23RD OCTOBER 2000                                

APPENDIX

LLOYDS TSB GROUP PLC
MR. M.K.ATKINSON

SECTION 4

Names of the registered holders and the number of shares held by each of them
before this notification:

Mr Atkinson:                                                2,465
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):       3,005
Perry Nominees Limited (PNL):                              17,527*
Lloyd Bank (PEP Nominees)Limited(LB(PN)L):
- Mr Atkinson (Single company)                              3,292
- Mrs Atkinson (Single company)                             1,383
- Mrs Atkinson (General)                                    1,238
Boltro Nominees Limited (BNL):
- Mr Atkinson (Sharelect ISA):                              2,106

*The fund manager for the PNL holding has notified us of a 1 share discrepancy,
which has now been rectified.

SECTION 3,5,6,7,12,13 AND 14

44 shares were purchased by LB(PN)L on 12th October, 2000 at 631p per share for
Mr. Atkinson's single company PEP and 17 shares were similarly purchased for
Mrs.Atkinson's single company PEP.

LB(PN)L notify investors by post of details relating to changes affecting
personal equity plans.  The director was, therefore, not aware of the changes
relating to the holdings until some time after the transactions.  The director
notified the company today as soon as he received the information from LB(PN)L.

SECTION 15

Total holding following this notification:

Mr. Atkinson:                                              2,465
LTSBSSTL:                                                  3,005
PNL:                                                      17,527
LB(PN)L:
- Mr Atkinson (Single company)                             3,336
- Mrs Atkinson (Single company)                            1,400
- Mrs Atkinson (General)                                   1,238
Boltro Nominees Limited (BNL):
- Mr Atkinson (Sharelect ISA):                             2,106