Director Shareholding

3i Group PLC
21 May 2004


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 the Company: Brian Larcombe, Martin Gagen, Michael Queen and Rod
Perry (the 'Directors').

On 20 May 2004, participants exercised options under the Company's Management
Equity Investment Plan ('MEIP') to acquire from the Trust 317 Shares at a price
of £nil per Share and 53,419 Shares at a price of £5.155 per Share.

On 21 May 2004 the Company was notified of a correction to information announced
on 15 March 2004.  The 15 March 2004 notification should now read: on 11 March
2004, participants exercised options under MEIP to acquire from the Trust 74,215
Shares (and not 77,816 Shares as previously notified): 26,266 Shares at a price
of £nil per Share; 30,430 Shares (and not 34,031 Shares as previously notified)
at a price of £5.115 per Share and 17,519 Shares at a price of £6.63 per Share.

Each of the Directors notified 3i Group plc of these changes in his interest in
these Shares on 21 May 2004.


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