Directors' Dealings

LLOYDS TSB GROUP PLC
13th JULY 1999

                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     MICHAEL KENT ATKINSON

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

      HOLDING OF DIRECTOR
      PERSONAL EQUITY PLAN
      HOLDING OF DIRECTOR AND OF DIRECTOR'S SPOUSE

4)   Name of the registered holder(s) and, if more than
     one holder, the number of shares held by each of 
     them. (If notified)

     SEE APPENDIX BELOW

5)   Please state whether notification relates to a
     person(s) connected with the Director named in 2
     above and identify the connected person(s)

     LLOYDS BANK (PEP) NOMINEES LIMITED FOR MR AND MRS ATKINSON

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

     ACQUISITION OF SHARES (SEE APPENDIX BELOW)

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   ( N/A %)
    of issued Class

     MINIMAL

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

     ORDINARY SHARES OF 25p EACH

12)  Price per share

     SEE APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     13.7.99

15)  Total holding following this notification

      SEE APPENDIX BELOW


16)  Total percentage holding of issued class following 
     this notification      

       MINIMAL

      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 grantof 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

         301,812

23)  Any additional information

N/A


24)  Name of contact and telephone number for queries

     A.J. MICHIE, SECRETARY    0171-356 1043

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

     Date of Notification..13th JULY, 1999..............



APPENDIX

LLOYDS TSB GROUP PLC
MR M K ATKINSON

                              SCHEDULE 11
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

SECTION 4

Names of the registered holders and the number of shares held by each of them
before this notification:

Mr Atkinson:                                            2,465
Lloyds Bank Profit Sharing Trustees Limited (LBPSTL):   2,401
Perry Nominees Limited (PN):                           16,866
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):         
 -  Mr Atkinson (Single Company)          3,168
 -  Mrs Atkinson (Single Company)                       1,328
 -  Mrs Atkinson (General)                              1,238

SECTIONS 6,7,12 AND 13

866 shares were allocated to LBPSTL for Mr Atkinson, under the Lloyds TSB Group
staff profit sharing scheme, and the appropriation amount relating to these
shares was £7,996.64.

Notices giving details were posted to participants in the staff profit sharing
scheme by the trustee on 2nd July, 1999.  The director notified the company
within the five business days following his being made aware of the details.

6 shares were purchased by LB(PN)L on 24th June, 1999 at 902.5p per share for Mr
Atkinson's single company PEP and 3 shares were similarly purchased for Mrs
Atkinson's single company PEP.

LB(PN)L notify investors by post of details relating to changes affecting
personal equity plans.  The director was, therefore, not aware of the changes
relating to the holdings until some time after the transactions.  The director
notified the company as soon as he received the information from the PEP
manager.

SECTION 15

Total holding following this notification:

Mr Atkinson:                             2,465
LBPSTL:                        3,267
PN:                                     16,866
LB(PN)L:
-  Mr Atkinson (Single company)          3,174
-  Mrs Atkinson (Single company)         1,331
-  Mrs Atkinson (General)                1,238



                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     PETER BRIAN ELLWOOD

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


     HOLDING OF DIRECTOR

4)   Name of the registered holder(s) and, if more than
     one holder, the number of shares held by each of 
     them. (If notified)

     SEE APPENDIX BELOW

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

     ACQUISITION OF SHARES (SEE APPENDIX BELOW)

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   ( N/A %)
    of issued Class

     MINIMAL

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

     ORDINARY SHARES OF 25p EACH

12)  Price per share

     SEE APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIXBELOW

14)  Date company informed

      13.7.99

15)  Total holding following this notification

      SEE APPENDIX BELOW

16)  Total percentage holding of issued class following 
     this notification      

      MINIMAL

      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

       405,486

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries

      A.J. MICHIE, SECRETARY    0171-356 1043

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

     Date of Notification.......13th JULY 1999.......



APPENDIX

LLOYDS TSB GROUP PLC
MR P.B. ELLWOOD

                              SCHEDULE 11
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


SECTION 4

Names of the registered holders and the number of shares held by each of them
before this notification:

Mr Ellwood:                                            36,883
Mrs Ellwood:                                          134,924
Lloyds Bank Profit Sharing Trustees Limited (LBPSTL):   2,401
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):         
 -  Mr Ellwood (Single Company)                           538
 -  Mrs Ellwood (Single Company)                          538
 -  Mrs Atkinson (General)                              1,238

SECTIONS 6,7,12 AND 13

866 shares were allocated to LBPSTL for Mr Ellwood, under the Lloyds TSB Group
staff profit sharing scheme, and the appropriation amount relating to these
shares was £7,996.64.

Notices giving detailswere posted to participants in the staff profit sharing
scheme by the trustee on 2nd July, 1999.  The director notified the company
within the five business days following his being made aware of the details.

SECTION 15

Total holding following this notification:

Mr Ellwood:                            36,883
Mrs Ellwood:                          134,924
LBPSTL:                                 3,267
LB(PN)L:                                           
-  Mr Ellwood  (Single company)           538
-  Mrs Ellwood  (Single company)          538



                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     ALAN EDWARD MOORE

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

     HOLDING OF DIRECTOR

4)   Name of the registered holder(s) and, if more than
     one holder, the number of shares held by each of 
     them. (If notified)

     MR A E MOORE:                             1,034,960
     LLOYDS BANK PROFIT SHARING
     TRUSTEES LIMITED (LBPSTL):                    4,866

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

     TRANSFER AND ACQUISITION OF SHARES (SEE APPENDIX BELOW)

7)   Number of shares/amount of
     stock acquired

     SEE APPENDIX BELOW

8)   ( N/A %)
    of issued Class

     MINIMAL

9)   Number of shares/amount
     of stock disposed

N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

     ORDINARY SHARES OF 25p EACH

12)  Price per share

     SEE APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     13.7.99

15)  Total holding following this notification

     MR MOORE:                    1,037,425
     LBPSTL:                          3,267


16)  Total percentage holding of issued class following 
     this notification      

      MINIMAL

      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

        64,203

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries

       A.J. MICHIE, SECRETARY    0171-356 1043


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

     Date of Notification.......13th JULY 1999...........


APPENDIX

LLOYDS TSB GROUP PLC
MR A E MOORE

                              SCHEDULE 11
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


SECTIONS 6,7,12 AND 13

2,465 shares held for Mr Moore by LBPSTL were transferred to him on 18th April,
1999.  This was not a notifiable event under the Companies Act, as there was no
transfer of ownership.   

866 shares were allocated to LBPSTL for Mr Moore, under the Lloyds TSB Group
staff profit sharing scheme, and the appropriation amount relating to these
shares was £7,996.64.                                                        

Notices giving details were posted to participants in the staff profit sharing
scheme by the trustee on 2nd July, 1999.  The director notified the company
within the five business days following his being made aware of the details.