Directors' Dealings

LLOYDS TSB GROUP PLC


                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     MICHAEL EDWARD FAIREY

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)

     SEE APPENDIX BELOW

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)   (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 APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     26.10.99

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

     330,982

23)  Any additional information

     N/A

24)  Name of contact and telephone number for queries

     A.J. MICHIE, SECRETARY - 020 7356 1043

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

     Date of Notification....26 OCTOBER 1999...............


APPENDIX

LLOYDS TSB GROUP PLC
MR M.E. FAIREY

SECTION 4

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

Mr Fairey:                                                  66,777
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):        3,267
Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(1)NL):   
- Mr Fairey (Single company maxi ISA):                         824

SECTIONS 5, 6, 7, 12 AND 13

8 shares were purchased by LTSBR(I)NL on 13th October 1999 at 778.5p per share
for Mr. Fairey's Single company maxi ISA.

LTSBR(I)NL notify investors by post of details relating to changes affecting 
ISA's.  The Director was, therefore, not aware of the change relating to the
holding until some time after the transaction.  The Director notified the
company as soon as he received the information from the ISA Manager.

SECTION 15

Total holding following this notification:

Mr Fairey:                                                  66,777
LTSBSSTL:                                                    3,267
LTSBR(I)NL:
- Mr Fairey (Single company maxi ISA):                         832


                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

     LLOYDS TSB GROUP PLC

2)   NAME OF DIRECTOR

     GORDON FRANCIS PELL

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

     SEE APPENDIX BELOW

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)

     SEE APPENDIX BELOW

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)   (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 APPENDIX BELOW

13)  Date of transaction

     SEE APPENDIX BELOW

14)  Date company informed

     26.10.99

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

     120,405

23)  Any additional information

     N/A

24)  Name of contact and telephone number for queries

     A.J. MICHIE, SECRETARY - 020 7356 1043

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

     Date of Notification....26 OCTOBER 1999...............


APPENDIX

LLOYDS TSB GROUP PLC
MR G.F. PELL

SECTION 4

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

Mr Pell:                                                   121,675
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):        3,267
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
- Mr Pell (Single company):                                    839
Perry Nominees Limited (PNL):                               31,717
Lloyds Private Banking Asset Management (LPBAM) for
Mr & Mrs Pell jointly
Boltro Nominees Limited (BNL):
- Mr Pell (Sharelect ISA)                                      815


SECTIONS 3, 5, 6, 7, 12 AND 13

1,219 shares were transferred from Mr Pell to Perry Nominees Limited on 28th
September 1999.  120,456 shares were also transferred from Mr Pell to Perry
Nominees Limited on 1st October 1999.  These were not notifiable under the
Companies Act, as there were no transfers of ownership.

8 shares were purchased by LB(PN)L on 14th October 1999 at 783p per share for
Mr Pell's Single company PEP.

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

SECTION 15

Total holding following this notification:

LTSBSSTL:                                                    3,267
LB(PN)L:
- Mr Pell (Single company):                                    847
PNL:                                                       153,392
IPBAM for Mr & Mrs Pell jointly
BNL:
- Mr Pell (Sharelect ISA):                                     815