Director Shareholding

3i Group PLC
20 May 2005



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 Ordinary 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: Philip Yea, Simon Ball, Michael
Queen and Rod Perry (the 'Directors').

On 19 May 2005, participants exercised options under the Company's Management
Equity Investment Plan ('MEIP') to acquire from the Trust 66,406 Shares; 9,902
Shares at a price of £nil per Share and 56,504 Shares at a price of £6.630 per
Share.

Further on 19 May 2005, the Directors listed below exercised options under MEIP
and these were dealt with as detailed in the table below:

Director        Number of Shares      Exercise Price   Number of Shares  Number of    Sale Price per
                exercised             per Share        sold              Shares       Share
                                                                         retained 

Rod Perry       6,787 (Share Bonus)   £6.630           2,788             3,999        £6.6348
Michael Queen   8,144 (Share Bonus)   £6.630           -                 8,144        -


Each of the Directors notified the Company of the change in his interest in the
Shares on 19 May 2005.



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