Directors' Dealings

LLOYDS TSB GROUP PLC

                            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

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

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

22.10.99

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

490,486

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...22 OCTOBER 1999..............


                              APPENDIX

LLOYDS TSB GROUP PLC

MR. P.B. ELLWOOD


SECTION 4
---------
Name of registered holders and the number of shares held by each of them:

Mr. Ellwood:                                                 33,053
Mrs. Ellwood:                                               130,534
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):         3,267
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
- Mr. Ellwood (Single Company):                                538
- Mrs. Ellwood (Single Company):                               538   


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

6 Shares were purchased by LB(PN)L on 14th October, 1999 at 783p per share for 
Mr. Ellwood's single company PEP and 6 shares were similarly purchased for 
Mrs. Ellwood'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 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. Ellwood:                     33,053
Mrs. Ellwood:                   130,534
LTSBBSSTL:                        3,267
LB(PN)L:
- Mr. Ellwood (Single company):     544
- Mrs. Ellwood (Single company):    544