Change in Registered Holders

3i Group PLC
9 May 2000


Letter to 3i Group plc

COMPANIES ACT 1985
DISCLOSURES OF INTEREST IN VOTING SHARES - CHANGES IN REGISTERED HOLDERS

In compliance with Part VI of the above Act, as amended, I inform you that, with
effect from Monday 8th May 2000, the registration details for some funds
currently managed by Prudential plc have changed.  As a direct result, the names
of the registered holders which comprise our notifiable interest in the voting
shares in your company will now be as listed on the below report.

It must be stressed that it is not a change to our notifiable interest in the
voting shares of your company that has generated this notification, but merely a
change in registration details.

Please do not hesitate to contact me if you have any questions relating to this
notification.


                              NOTIFIABLES
                              POSITION REPORT

SEDOL : 0888693     Client Fund Reporting Group : PPMB

3I GROUP
0888693 ORD GBP0.50     

SHARES IN ISSUE      REGISTERED HOLDER            CURRENT HOLDING     HOLDING %
603,568,709          M&G (LOMBARD ST) NOMS AA           270,000
                     M&G (LOMBARD ST) NOMS G            100,000
                     M&G (LOMBARD ST) NOMS K            997,000
                     PPMCLT HSBC GIS NOM (UK) SALI       82,818
                     PRUCLT HSBC GIS NOM (UK) PAC AC 36,836,654
                     PRUCLT HSBC GIS NOM (UK) PPL AC    874,431
                     PRUCLT HSBC GIS NOM (UK) SAL AC      6,068

603,568,709                                          39,166,971        6.48


Letter from Colin Houghton
            PPM (on behalf of Prudential plc)
            020 7548 3801