Director Shareholding

3i Group PLC
15 January 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 3i Group plc: Brian Larcombe, Martin Gagen, Michael Queen and Rod
Perry (the 'Directors').



On 15 January 2004, participants exercised options under the Company's
Management Equity Investment Plan to acquire from the Trust 12,809 Shares: 2,294
Shares at a price of £nil per Share and 10,515 Shares at a price of £6.63 per
Share.



Each of the Directors notified 3i Group plc of the change in his interest in
these Shares on 15 January 2004.


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