Directors' Dealings

LLOYDS TSB GROUP PLC

                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

          LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

          SIR NICHOLAS GOODISON

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 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 BELOW)

7)   Number of shares/amount of
     stock acquired

          SEE BELOW

8)   (MINIMAL %)
    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 25P EACH

12)  Price per share

          SEE BELOW

13)  Date of transaction

          SEE BELOW

14)  Date company informed

          21 SEPTEMBER 1999

15)  Total holding following this notification

          SEE 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

          97,769

23)  Any additional information

N/A

24)  Name of contact and telephone number for queries


          A J MICHIE      0171 356 1043


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

     Date of Notification.......21 SEPTEMBER 1999........



SECTION 4

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

Sir Nicholas Goodison                             502,723
Lady Goodison                                     200,000
Lloyds Bank Profit Sharing Trustees Ltd (LBPSTL)    3,267

                                                  Non beneficial
D.E. Hain marriage settlement (DEHMS)              10,000
Barrie Catchpole Charitable Trust (BCCT)            2,050
Harewood House Trust (HHT)                         14,000
Marlburian Club Charitable Trust (MCCT)            16,000
Sir Nicholas and Lady Goodison Charitable
 Settlement (SN&LGCS)
 - registered holder is Commercial Union
   Quilter Nominees Limited (CUQNL)                50,000

SECTIONS 6, 7, 12 AND 13

Sir Nicholas Goodison has exercised a savings-related share option on 18,000
shares at 105p per share, which was recorded on 16 September 1999.

At the same time, he received 1460 shares on the exercise of the option, as
compensation for the special dividend which was paid to former TSB Group plc
shareholders following the merger with Lloyds Bank Plc, but which was not paid
to optionholders.

SECTION 15

Total holding following this notification

Sir Nicholas Goodison                             522,183
Lady Goodison                                     200,000
LBPSTL                                              3,267

                                                  Non-beneficial

DEHMS                                             10,000
BCCT                                               2,050
HHT                                               14,000
MCCT                                              16,000
SN&LGCS
 -CUQNL                                           50,000