Directors' Dealings

LLOYDS TSB GROUP PLC


                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     PROFESSOR EWAN BROWN

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

     SEE APPENDIX BELOW

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 BELOW

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 BELOW

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

     ACQUISITION OF SHARES
     (SEE APPENDIX BELOW)

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   (%)
    of issued Class

    MINIMAL

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 BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     27.10.99

15)  Total holding following this notification

     SEE APPENDIX BELOW

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

N/A

23)  Any additional information

N/A

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....27 OCTOBER, 1999...........


APPENDIX

LLOYDS TSB GROUP plc
PROFESSOR EWAN BROWN

                               SCHEDULE 11
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTION 4

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


      Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
      - Professor Brown (Single company)                               358 
      - Mrs. Brown (Single company)                                    358
      - Professor Brown (Corporate)                                    722
      - Mrs. Brown (Corporate)                                         726


SECTIONS 3, 5, 6, 7, 12 AND 13

4 shares were purchased by LB(PN)L on 14th October, 1999 at 783p per share for
Professor Brown's single company PEP and 4 shares were similarly purchased for
Mrs. Brown's single company PEP.

8 shares were purchased by LB(PN)L on 14th October, 1999 at 783p per share for
Professor Brown's corporate PEP and 7 shares were similarly purchased for Mrs.
Brown's corporate PEP.

LB(PN) notify investors by post of details relating to changes afffecting
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 as soon as he received the information from the PEP
manager.


SECTION 15

Total holding following this notification:

        LB(PN)L:           
        - Professor Brown (Single company)                             362
        - Mrs. Brown (Single company)                                  362
        - Professor Brown (Corporate)                                  730
        - Mrs. Brown (Corporate)                                       733
  



                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     PETER BRIAN ELLWOOD 

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 AND OF DIRECTOR'S SPOUSE

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 BELOW

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

     MRS. ELLWOOD      

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

     ACQUISITION OF SHARES
     (SEE APPENDIX BELOW)

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   (%)
    of issued Class

    MINIMAL

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 BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     27.10.99

15)  Total holding following this notification

     SEE APPENDIX BELOW

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

     490,486

23)  Any additional information

N/A

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....27TH OCTOBER, 1999...........



APPENDIX

LLOYDS TSB GROUP plc
MR. P.B. ELLWOOD   

                               SCHEDULE 11
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTION 4

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


       Mr. Ellwood:                                                 33,053
       Mrs. Ellwood                                                130,534 
       Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):         3,267
       Lloyds Bank (PEP Nominees) Limited (LB(PN)L):    
       - Mr. Ellwood (Single company):                                 544
       - Mrs. Ellwood (Single company):                                544


SECTIONS 6, 7, 12 AND 13

Mr. Ellwood purchased 3,830 shares on 21st October, 1999 at 738.5p per share.
Mrs. Ellwood purchased 4,390 shares on 21st October, 1999 at 738.5p per share.


SECTION 15

Total holding following this notification:

        Mr. Ellwood:                                                36,883
        Mrs. Ellwood:                                              134,924
        LTSBSSTL:                                                    3,267
        LB(PN)L:                                                    
        - Mr. Ellwood (Single company):                                544
        - Mrs. Ellwood (Single company):                               544