Director Shareholding

3i Group PLC
18 June 2004



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 (the 'Company') 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 the Company: Brian Larcombe, Martin Gagen, Michael Queen
and Rod Perry (the 'Directors').



On 17 June 2004, participants exercised options under the Company's Management
Equity Investment Plan to acquire 15,627 Shares from the Trust: 12,259 Shares at
a price of £6.63 per Share and 3,368 Shares at a price of £nil per Share.



Each of the Directors notified the Company of the change in his interest in the
Shares on 18 June 2004.


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