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
          
          See 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 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 below

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

          Transfer and Acquisition of shares (see below)

7)  Number of shares/amount of
    stock acquired

          See below

8)   (    % )  Minimal
    of issued Class

9)  Number of shares/amount
    of stock disposed

          N/A

10)  (    % )
   of issued Class

11) Class of security

          Ordinary shares of 25p each

12) Price per share

          See below

13) Date of transaction

          See below

14) Date company informed

          1/11/1999

15) Total holding following this notification

          See below

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



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

          350,875

23) Any additional information



24) Name of contact and telephone number for queries

          M R Hatcher    020 7356 2108

25) Name and signature of authorised company official responsible for
    making this notification
                              
    Date of Notification....1 November 1999...........


Lloyds TSB Group plc
Mr M. K. Atkinson

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 Scheme Trustees Limited (LTSBSSTL)          3,267
Perry Nominees Limited (PNL)                                16,866
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
- Mr. Atkinson (Single company)                              3,174
- Mrs. Atkinson (Single company)                             1,331
- Mrs. Atkinson (General)                                    1,238

Sections 3,5,6,7, 12 and 13

955 shares were transferred from Mr. Atkinson to Boltro Nominees Limited
regarding a sharelect ISA on 5 October 1999.  This was not notifiable under the
Companies Act, as there was no transfer of ownership.

Mr. Atkinson has exercised a savings related share option on 1,219 shares at
169.38 per share.  According to the stock exchange model code for securities
transactions by directors, this was not regarded as a dealing in shares.

26 shares were purchased by LB(PN)L on 14 October 1999 at 783p per share for Mr.
Atkinson's single company PEP and 11 shares were similarly purchased for Mrs.
Atkinson's single company PEP.

LB(PN)L notify investors by post of details relating to changes affecting
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:

Mr. Atkinson                    2,729
LTSBSSTL                        3,267
LB(PN)L                        16,866
- Mr Atkinson (Single Company)  3,200
- Mrs Atkinson (Single Company) 1,342
- Mrs Atkinson (General)        1,238
Boltro Nominees Limited (BNL)
- Mr. Atkinson (Sharelect ISA)    955