Director Shareholding

3i Group PLC
24 August 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 (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, Michael Queen and Rod Perry (the
'Directors').

Further to the grant to a participant, on 21 July 2004, of a performance share
award under The 3i Group Discretionary Share Plan, on 24 August 2004, the Trust
transferred 179,663 Shares to that participant at a price of £nil per Share.

Each of the Directors notified the Company of the change in his interest in the
Shares on 24 August 2004.



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