Directors' Notification of Dealing in Shares

Lloyds TSB Group PLC
18 May 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

    SIR BRIAN PITMAN

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

    SEE APPENDIX

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    SEE APPENDIX

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    SEE APPENDIX

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    SEE APPENDIX

7)  Number of shares/amount of
    stock acquired

    SEE APPENDIX

8)   (MINIMAL  %)
    of issued Class

9)  Number of shares/amount
    of stock disposed

    N/A

10)  (N/A %)
   of issued Class

11) Class of security

    ORDINARY SHARES OF 25P EACH

12) Price per share

    SEE APPENDIX

13) Date of transaction

    SEE APPENDIX

14) Date company informed

    SEE APPENDIX

15) Total holding following this notification

    SEE APPENDIX

16) Total percentage holding of issued class following this notification

    MINIMAL

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant

    -

18) Period during which or date on which exercisable

    -

19) Total amount paid (if any) for grant of the option

    -

20) Description of shares or debentures involved: class, number.

    -

21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise

    -

22) Total number of shares or debentures over which options held
    following this notification

    4,374

23) Any additional information

    -

24) Name of contact and telephone number for queries

    A.J. MICHIE     020 7356 1043

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification......18TH MAY 2000...............


APPENDIX

LLOYDS TSB GROUP PLC
SIR BRIAN PITMAN

SECTION 4

Names of the registered holders and the number of shares held by each of them
before this notification:

Sir Brian Pitman:                                             2,386,464
Lady Pitman:                                                    166,310
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL)              1,720
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
- Sir Brian Pitman (Single company):                              9,361
- Lady Pitman (Single company):                                   9,600
- Lady Pitman (General):                                          2,180
Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR)(I)NL):
- Sir Brian Pitman (Single company maxi ISA):                       827

SECTIONS 3, 5, 6, 7, 12, 13 AND 14

271 shares were purchased by LB(PN)L on 11th May, 2000 at 624p per share for
Sir Brian Pitman's single company PEP and 275 shares were similarly purchased
for Lady Pitman's single company PEP.

LB(PN)L notify investors by post of details relating to changes affecting
personal equity plans.  The director was, therefore, not aware of the changes
relating to the holdings until some time after the transactions.  The director
notified the company today as soon as he received the information from the PEP
manager.

SECTION 15

Total holding following this notification:

Sir Brian Pitman:                                             2,386,464
Lady Pitman:                                                    166,310
LTSBSSTL:                                                         1,720
LB(PN)L:
- Sir Brian Pitman (Single company):                              9,632
- Lady Pitman (Single company):                                   9,875
- Lady Pitman (General):                                          2,180
LTSBR(ISA)NL:          
- Sir Brian Pitman (Single company maxi ISA):                       827