Director Shareholding

3i Group PLC
29 June 2001

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

3I GROUP PLC


2)  NAME OF DIRECTOR

RODERICK WILLIAM PERRY


3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

BENEFICIAL INTEREST OF DIRECTOR NAMED IN 2 ABOVE


4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

RODERICK WILLIAM PERRY


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

(A) ACQUISITION THROUGH EXERCISE OF OPTION
(B) SALE


7)  Number of shares/amount of
    stock acquired

(A) 18,350


8)   (0.0030%)
    of issued Class



9)  Number of shares/amount
    of stock disposed

(B) 18,350


10)  (0.0030%)
    of issued Class



11) Class of security

ORDINARY SHARES OF 50P


12) Price per share

(A) £1.67
(B) £10.64


13) Date of transaction

27/6/01


14) Date company informed

28/06/01


15) Total holding following this notification

21,499*



16) Total percentage holding of issued class following this notification

0.0035%


     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



23) Any additional information

*EXCLUDES CONDITIONAL RIGHTS TO ACQUIRE 64,012 SHARES UNDER THE MANAGEMENT
EQUITY INVESTMENT PLAN


24) Name of contact and telephone number for queries

CLAIRE BUSHAY  020  7975  3271


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

    Date of Notification       29 JUNE 2001