Directors' Dealings

LLOYDS TSB GROUP PLC


                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     GORDON FRANCIS PELL

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

     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

     18.8.99

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

     N/A

18)  Period during which or date on which exercisable

     N/A

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

     N/A

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

     N/A

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

     N/A

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

     120,405

23)  Any additional information

     N/A

24)  Name of contact and telephone number for queries

     M. R. HATCHER, ASSISTANT SECRETARY
     0171-356-2108

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

     Date of Notification.....18TH AUGUST, 1999................


APPENDIX

LLOYDS TSB GROUP PLC
MR. G. F. PELL

                              SCHEDULE
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. Pell:                                                    1,219
          Lloyds Bank Profit Sharing Trustees Limited (LBPSTL):        3,267
          Lloyds Bank (PEP Nominees) Limited (LB(PN)L)
          -  Mr. Pell (Single company):                                  839
          Perry Nominees Limited (PNL):                               31,717
          Lloyds Private Banking Asset Management (LPBAM for
          Mr. & Mrs. Pell jointly

          Boltro Nominees Limited (BNL):
          -  Mr. Pell (Sharelect ISA)                                    815


SECTIONS 6,7,12 AND 13

On 18th August, 1999, Mr Pell exercised the following senior executive share
options:-

                             27,040 shares at 129.81p per share
                             27,040 shares at 137.94p per share
                             16,224 shares at 137.20p per share
                              8,112 shares at 197.49p per share
                             13,520 shares at 201.55p per share
                             13,520 shares at 250.37p per share
                             15,000 shares at 321.00p per share


SECTION 15

Total holding following this notification:

          Mr. Pell:                                          121,675
          LBPSTL:                                              3,267
          LB(PN)L:
          - Mr. Pell (Single company)                            839
          PNL:                                                31,717
          LPBAM for Mr. and Mrs. Pell jointly
          BNL:
          - Mr. Pell (Sharelect ISA)                             815