Directors' Dealings

3i GROUP PLC


                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

3i GROUP PLC

2)   NAME OF DIRECTOR

MICHAEL JAMES QUEEN

3)   Please state whether notification indicates that it is in
     respect of holding of the Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

NOTIFICATION IN RESPECT OF HOLDING OF DIRECTOR 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)

BANK OF SCOTLAND PEP:
STATE STREET 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)

N/A

6)   Please state the nature of the transaction. For
     PEP transactions please indicate whether
     general/single co PEP and if discretionary/non
     discretionary

RE-INVESTMENT OF DIVIDEND BY PEP MANAGER

7)   Number of shares/amount of
     stock acquired

6  

8)   (0.000%)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

ORDINARY SHARES OF 50P

12)  Price per share

£8.05

13)  Date of transaction

27.07.99

14)  Date company informed

29.07.99

15)  Total holding following this notification

27,527 ORDINARY SHARES OF 50P *

16)  Total percentage holding of issued class following 
     this notification      

0.0046%

      IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE COMPLETE 
                              THE FOLLOWING BOXES

17)  Date of grant

N/A

18)  Period during which or date on which exercisable

N/A

19)  Total amount paid (if any) for grant of the option

N/A

20)  Description of shares or debentures involved:
     class, number.

N/A

21)  Exercise price (if fixed at time of grant) or indication
     that price is to be fixed at time of exercise

N/A

22)  Total number of shares or debentures over which
     options held following this notification

N/A

23)  Any additional information

* EXCLUDES CONDITIONAL RIGHTS TO ACQUIRE 101,413 SHARES UNDER THE MANAGEMENT
  EQUITY INVESTMENT PLAN

24)  Name of contact and telephone number for queries

ALAN SHEDDEN
0171 975 3266

25)  Name and signature of authorised company official
     responsible for making this notification

NICOLE SABINA DAWSON

     Date of Notification....29 JULY 1999.............





                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

3i GROUP PLC

2)   NAME OF DIRECTOR

PETER BRYAN GURMIN WILLIAMS

3)   Please state whether notification indicates that it is in
     respect of holding of the Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

NOTIFICATION IN RESPECT OF HOLDING OF DIRECTOR 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)

BANK OF SCOTLAND PEP:
STATE STREET 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)

N/A

6)   Please state the nature of the transaction. For
     PEP transactions please indicate whether
     general/single co PEP and if discretionary/non
     discretionary

RE-INVESTMENT OF DIVIDEND BY PEP MANAGER

7)   Number of shares/amount of
     stock acquired

6  

8)   (0.000%)
    of issued Class

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

ORDINARY SHARES OF 50P

12)  Price per share

£8.05

13)  Date of transaction

27.07.99

14)  Date company informed

29.07.99

15)  Total holding following this notification

253,185 ORDINARY SHARES OF 50P *

16)  Total percentage holding of issued class following 
     this notification      

0.0424%

      IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE COMPLETE 
                              THE FOLLOWING BOXES

17)  Date of grant

N/A

18)  Period during which or date on which exercisable

N/A

19)  Total amount paid (if any) for grant of the option

N/A

20)  Description of shares or debentures involved:
     class, number.

N/A

21)  Exercise price (if fixed at time of grant) or indication
     that price is to be fixed at time of exercise

N/A

22)  Total number of shares or debentures over which
     options held following this notification

N/A

23)  Any additional information

* EXCLUDES CONDITIONAL RIGHTS TO ACQUIRE 95,727 SHARES UNDER THE MANAGEMENT
  EQUITY INVESTMENT PLAN

24)  Name of contact and telephone number for queries

ALAN SHEDDEN
0171 975 3266


25)  Name and signature of authorised company official
     responsible for making this notification

NICOLE SABINA DAWSON

     Date of Notification....29 JULY 1999.............