Director Shareholding

3i Group PLC
30 May 2003



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
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, Martin Gagen, Michael Queen and Rod
Perry (the 'Directors').

On 29 May 2003, participants (including one Director) exercised options under
the Company's Management Equity Investment Plan ('MEIP') to acquire from the
Trust 43,362 Shares; 15,341 Shares at a price of £nil per Share, 25,040 Shares
at a price of £5.155 and 2,981 Shares at a price of £6.63 per Share.

On 29 May 2003, Rod Perry exercised options under MEIP to acquire from the Trust
23,540 Shares at a price of £5.155 per Share and 5,970 Shares at a price of £nil
per Share. Also on 29 May 2003, Rod Perry sold 29,510 Shares at a price of
£5.52.

Each of the Directors notified 3i Group plc of the changes in his interest in
these Shares on 30 May 2003.


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