Directors' Notification of Dealing in Shares

Lloyds TSB Group PLC
23 June 2000


                       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)

SEE APPENDIX

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

SEE APPENDIX

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

-

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

410,653

23) Any additional information

-

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........23rd June 2000...........




APPENDIX

LLOYDS TSB GROUP plc
MR. M.K. ATKINSON

                                   SCHEDULE 11
            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. Atkinson:                                               2,861
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL)        1,720
Perry Nominees Limited (PNL):                              17,130
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):    
- Mr. Atkinson (Single company)                             3,288
- Mrs. Atkinson (Single Company)                            1,379
- Mrs. Atkinson (General)                                   1,238
Boltro Nominees Limited (BNL):
- Mr. Atkinson (Sharelect ISA):                             2,106

SECTIONS 5,6,7,12,13 AND 14

1,285 shares were allocated to LTSBSSTL for Mr. Atkinson, under the Lloyds TSB
Group staff profit sharing scheme, and the appropriation amount relating to
these shares was £7,999.13.

Notices giving details were posted to participants in the staff profit sharing
scheme by the trustee on 14th June, 2000. The director notified the company
within the five business days following his being made aware of the details.

396 shares were transferred from Mr. Atkinson to Perry Nominees Limited on 16th
June, 2000. This was not notifiable under the Companies Act, as there was no
transfer of ownership.

SECTION 15

Total holding following this notification:

Mr. Atkinson:                                         2,465
LTSBSSTL:                                             3,005
PNL:                                                 17,526
LB(PN)L:
- Mr. Atkinson (Single company)                       3,288
- Mrs. Atkinson (Single company)                      1,379
- Mrs. Atkinson (General)                             1,238
Boltro Nominees Limited (BNL):
- Mr. Atkinson (Sharelect ISA):                       2,106