Directors' Dealings

LLOYDS TSB GROUP PLC


                            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 Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

HOLDING OF DIRECTOR

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)

N/A

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

GRANT OF SHARE OPTIONS

7)   Number of shares/amount of
     stock acquired

N/A

8)   ( N/A %)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

N/A

12)  Price per share

N/A

13)  Date of transaction

N/A

14)  Date company informed

N/A

15)  Total holding following this notification

SEE APPENDIX

16)  Total percentage holding of issued class following 
     this notification      

N/A

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

17)  Date of grant

22.09.99

18)  Period during which or date on which exercisable

FOR A LIMITED PERIOD AFTER FIVE YEARS, OR EARLIER IN CERTAIN CIRCUMSTANCES

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

NIL

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

ORDINARY SHARES OF 25P - 282

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

718P

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

352,094

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries

A.J. MICHIE   0171 356 1043

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

     Date of Notification....22 SEPTEMBER 1999............


APPENDIX

LLOYDS TSB GROUP PLC
MR. M.K. ATKINSON

                                  SCHEDULE 11
            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTIONS 4 AND 15

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

Mr. Atkinson:                                      2,465
Lloyds Bank Profit Sharing Trustees Limited:       3,267
Perry Nominees Limited:                           16,866
Lloyds Bank (PEP Nominees) Limited:
- Mr. Atkinson (Single company)                    3,174
- Mrs. Atkinson (Single company)                   1,331
- Mrs. Atkinson (General)                          1,238



                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

MICHAEL EDWARD FAIREY

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

HOLDING OF DIRECTOR

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)

N/A

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

GRANT OF SHARE OPTIONS

7)   Number of shares/amount of
     stock acquired

N/A

8)   ( N/A %)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

N/A

12)  Price per share

N/A

13)  Date of transaction

N/A

14)  Date company informed

N/A

15)  Total holding following this notification

SEE APPENDIX

16)  Total percentage holding of issued class following 
     this notification      

N/A

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

17)  Date of grant

22.09.99

18)  Period during which or date on which exercisable

FOR A LIMITED PERIOD AFTER THREE YEARS, OR EARLIER IN CERTAIN CIRCUMSTANCES

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

NIL

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

ORDINARY SHARES OF 25P - 809

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

718P

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

330,982

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries

A.J. MICHIE   0171 356 1043

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

     Date of Notification.......22 SEPTEMBER 1999........



APPENDIX

LLOYDS TSB GROUP plc
MR M.E. FAIREY

                                  SCHEDULE 11
          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTION 4 AND 15

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

Mr. Fairey:                                       66,777
Lloyds Bank Profit Sharing Trustees Limited:       3,267
Lloyds TSB Registrars (ISA) Nominees Limited:
- Mr. Fairey (Single company maxi ISA):              824