Director Shareholding

3i Group PLC
04 June 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 3 June 2004, participants exercised options under the Company's Management
Equity Investment Plan to acquire 170,094 Shares from the Trust (31,470 Shares
at a price of £nil per Share, 119,961 Shares at a price of £5.155 per Share and
18,663 Shares at a price of £6.63 per Share).

Each of the Directors notified 3i Group plc of the change in his interest in the
Shares on 4 June 2004.


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