Director Shareholding

3i Group PLC
27 July 2004

The Listing Rules - Chapter 16, Paragraph 16.13

1.   As potential beneficiaries of The 3i Group Employee Trust (the 'Trust') all 
     employees of 3i Group plc (the 'Company') 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: Philip Yea, 
     Martin Gagen, Michael Queen and Rod Perry (the 'Directors').

     Further to the grant to participants, on 23 June 2004, of performance 
     share awards under The 3i Group Discretionary Share Plan, on 26 July
     2004, the Trust transferred 135,393  Shares to those participants at a 
     price of £nil per Share.

     Each of the Directors notified the Company of the change in his interest in 
     the Shares on 27 July 2004.

2.   The Company announces that, contrary to its notification on Friday 23 July 
     2004, Philip Yea, a Director of the Company, did not acquire a further
     three Shares on 14 July 2004.


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