Director Shareholding

3i Group PLC
14 February 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
3i Group plc

2. Name of director
M J Queen

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
In respect of the shareholder named in 2 above.

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

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
Not applicable

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Purchase of shares.  Single company PEP.  Dividend re-investment.

7. Number of shares / amount of stock acquired
4

8. Percentage of issued class
0.00000%

9. Number of shares/amount of stock disposed
Not applicable

10. Percentage of issued class
Not applicable

11. Class of security
Ordinary shares of 50p each

12. Price per share
547p

13. Date of transaction
14 January 2003

14. Date company informed
14 February 2003

15. Total holding following this notification
129,970 shares, plus conditional rights to acquire 32,220 shares pursuant to
share bonus awards, and 99,941 shares pursuant to the performance linked awards,
granted under the Management Equity Investment Plan.

16. Total percentage holding of issued class following this notification
0.02128%

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
 511,015



23. Any additional information




24. Name of contact and telephone number for queries
June Webb - tel. no. 020 7975 3530

25. Name and signature of authorised company official responsible for making
this notification
Sabina Dawson

Date of Notification
14 February 2003

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