Director Shareholding

3i Group PLC
08 June 2004

The Listing Rules - Chapter 16, Paragraph 16.13

Pursuant to the rules of The 3i Executive Share Option Plan, on 8 June 2004,
Martin Gagen, a Director of 3i Group plc (the 'Company'), (i) exercised options
to acquire the number of shares ('Shares') of the Company detailed below at the
exercise price per Share detailed below and (ii) sold the number of Shares
detailed below at the price per Share detailed below.




Director                         Number of Shares       Exercise price        Shares sold          Sale price

Martin Gagen                          5,000                 £2.72                5,000               £6.1665





The Director notified the Company of his interest in these Shares on 8 June
2004.


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