Directors' Dealings

3I GROUP PLC
22 July 1999

               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
Ordinary 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, Richard Summers, Martin
Gagen, Peter Williams and Michael Queen (the 'Directors').

On 21 July 1999 the Trustees of the Trust disposed of 316,406 Shares to
participants (including one Director (see below)) on the exercise by them of
options under the Company's Management Equity Investment Plan ('MEIP'). 
The consideration for this transfer was nil.

On 21 July 1999 the Trustee of the Trust transferred 10,868 Shares to Martin
Gagen on the exercise by him of options under MEIP.  The consideration for this
transfer was nil.

Each of the Directors notified 3i Group Plc of the changes in his interest in
these Shares on 22 July 1999.