Director Shareholding

3i Group PLC
12 August 2003



The Listing Rules - Chapter 16, Paragraph 16.13


As potential beneficiaries of The 3i Group Employee Trust (the 'Trust') all
employees of 3i Group plc and its subsidiaries have an interest in all the
shares ('Shares') of 50p each in the Company held by the Trust for the purposes
of section 324 Companies Act 1985.  These employees include the executive
directors of 3i Group plc: Brian Larcombe, Martin Gagen, Michael Queen and Rod
Perry (the 'Directors').



On 12 August 2003, a participant (not a Director or former Director) exercised
options under the Company's Management Equity Investment Plan to acquire from
the Trust 8,188 Shares; 4,291 Shares at a price of £6.63 per Share and 3,897
Shares at a price of £nil per Share.



Each of the Directors notified 3i Group plc of the changes in his interest in
these Shares on 12 August 2003.




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