Directors' Dealings

Lloyds TSB Group PLC
7 December 1999

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

    SIR NICHOLAS GOODISON

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 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)

    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

    ACQUISITION OF SHARES (SEE APPENDIX BELOW)

7)  Number of shares/amount of
    stock acquired

   SEE APPENDIX BELOW

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 BELOW

13) Date of transaction

    SEE APPENDIX BELOW

14) Date company informed

    7.12.99

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



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

    97,769

23) Any additional information



24) Name of contact and telephone number for queries

    A J MICHIE, SECRETARY 0171 356 1043

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

    Date of Notification...7TH DECEMBER 1999......


LLOYDS TSB GROUP plc
SIR NICHOLAS GOODISON


SECTION 4

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

Sir Nicholas Goodison;                      522,183
Lady Goodison:                              200,000
Lloyds TSB Share Schemes Trustees Limited 
(LTSBSSTL):                                   3,267

                                     Non beneficial

D.E. Hain marriage settlement (DEHMS):       10,000
Barrie Catchpole Charitable Trust (BCCT):     2,050
Harewood House Trust (HHT):                  14,000
Marlburian Club Charitable Trust (MCCT):     16,000
Sir Nicholas and Lady Goodison Charitable
Settlement (SN&LGCS):
- registered holder is Commercial Union
       Quilter Nominees Limited (CUQNL):     50,000


SECTIONS 6,7,12 AND 13

Sir Nicholas Goodison has given notice that Harewood House Trust, of
which he is a trustee, purchased 1,600 shares at 878p per share on 23rd
June, 1999.

The director notified the company as soon as he was made aware of the
matter by the trust.

The director had told both the investment manager and the manager of the
trust of the need to notify him promptly of changes in shareholdings.

SECTION 15

Total holding following this notification:

Sir Nicholas Goodison:                  522,183
Lady Goodison:                          200,000
LTSBSSTL:                                 3,267

                                 Non-beneficial
DEHMS:                                   10,000
BCCT:                                     2,050
HHT:                                     15,600
MCCT:                                    16,000
SN&LGCS:
- CUQNL:                                 50,000