Directors' Notification of Dealing in Shares

3i Group PLC
4 July 2000

               THE LISTING RULES - CHAPTER 16, PARAGRAPH 16.13

Pursuant to the Rules of The 3i Profit Sharing Plan, on 4 July 2000, each of
Brian Larcombe, Richard Summers, Peter Williams, Michael Queen and Rod Perry
(the 'Directors') were awarded the number of ordinary shares of 50p each in 3i
Group plc ('Shares'), shown against their name below for nil consideration such
Shares being held on trust by Waterloo Trustee Company Limited (the 'Trustee').
These Shares were allotted to the Trustee at a subscription price of 1262.4p per
Share on 4 July 2000.

Directors                    Shares

Brian Larcombe               633
Richard Summers              633
Peter Williams               633
Michael Queen                633
Rod Perry                    633

Each of the Directors notified 3i Group plc of his interest in these Shares on 4
July 2000.



               THE LISTING RULES - CHAPTER 16, PARAGRAPH 16.13

Pursuant to the Rules of The 3i Group 1994 Executive Share Option Plan, on 3
July 2000, Martin Gagen, a Director of the Company,  was granted the right (the
'Option') to subscribe for 24,106 Shares of 50p each in 3i Group plc at a price
of 1355.67p per Share.  The Option is exercisable from and including 3 July 2003
and will lapse on 2 July 2010.  The consideration for the grant was nil.

Martin Gagen notified 3i Group plc of his interest in these Shares on 4 July
2000.