Director Shareholding

3i Group PLC
27 February 2004

The Listing Rules - Chapter 16, Paragraph 16.13

Pursuant to the rules of The 3i Group Share Incentive Plan, on 27 February 2004,
each of the Directors listed below became beneficially interested in the total
number of Shares of 50p each in 3i Group plc, shown against his name below, such
Shares consisting of:

(a)     Partnership Shares, which were purchased by the Directors at a 
        subscription price of 659.16666p per Share; and

(b)     Matching Shares, which were awarded to the Directors for nil 
        consideration.


Directors                            Partnership Shares        Matching Shares           Total Shares
Brian Larcombe                               19                       38                      57
Rod Perry                                    19                       38                      57
Michael Queen                                19                       38                      57


Each of the Directors notified 3i Group plc of his interest in these Shares on
27 February 2004.


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