Director Shareholding

Lloyds TSB Group PLC
29 November 2001

                       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

    SALE OF SHARES(SEE APPENDIX)

7)  Number of shares/amount of
    stock acquired

    N/A

8)   (N/A %)
    of issued Class



9)  Number of shares/amount
    of stock disposed

    SEE APPENDIX

10)  (  %)
    of issued Class

    MINIMAL

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

    492,755

23) Any additional information



24) Name of contact and telephone number for queries

    A.J. MICHIE  020 7356 1043

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

    Date of Notification   29th November, 2001                              


APPENDIX

LLOYDS TSB GROUP plc
MR. M.K. ATKINSON

                                 SCHEDULE 11
            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


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):       3,367 
Perry Nominees Limited (PNL):                             113,282 
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
- Mr. Atkinson (General choice PEP)                         3,430
- Mrs. Atkinson (General choice PEP)                        1,441
- Mrs. Atkinson (General PEP)                               1,238 
Boltro Nominees Limited (BNL):
- Mr. Atkinson (Sharelect ISA):                             3,092


SECTIONS 3, 5, 6, 9, 12, 13 and 14

3,500 shares were sold by Perry Nominees Limited on 21st November, 2001 at 753p 
per share.


SECTION 15
Total holding following this notification;
Mr. Atkinson:                                               2,465
LTSBSSTL:                                                   3,367
PNL:                                                      109,782
LB(PN)L:
- Mr. Atkinson (General choice PEP)                         3,430
- Mrs. Atkinson (General choice PEP)                        1,441
- Mrs. Atkinson (General PEP)                               1,238
BNL:
- Mr. Atkinson (Sharelect ISA):                             3,092