Directors' Notification of Dealing in Shares

Lloyds TSB Group PLC

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

    SIR BRIAN PITMAN

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

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

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

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

    SEE APPENDIX

7)  Number of shares/amount of
    stock acquired

    SEE APPENDIX

8)   (    % )
    of issued Class

     MINIMAL

9)  Number of shares/amount
    of stock disposed

     N/A

10)  (    % )
   of issued Class

     N/A

11) Class of security

    ORDINARY SHARES OF 25p EACH

12) Price per share

    SEE APPENDIX

13) Date of transaction

    SEE APPENDIX

14) Date company informed

    SEE APPENDIX

15) Total holding following this notification

    SEE APPENDIX

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



18) Period during which or date on which exercisable



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



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



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



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

        4,374

23) Any additional information



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...  16TH MAY, 2000 



APPENDIX

SECTION 4

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

Sir Brian Pitman:                                       2,384,917
Lady Pitman:                                              166,310
Lloyds TSB Share Schemes Trustees Limited, (LTSBSSTL):      3,267
Lloyds Bank (PEP Nominees) Limited  (LB(PN)L):
-  Sir Brian Pitman (Single company):                       9,361
-  Lady Pitman (Single company):                            9,600
-  Lady Pitman (General):                                   2,180
Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(I)NL):  
-  Sir Brian Pitman (Single company maxi ISA):                803

SECTIONS 3, 5, 6, 7, 12, 13 AND 14

1,547 shares held for Sir Brian Pitman by LTSBSSTL were transferred to him on
30th April, 2000.  This was not a notifiable event under the Companies Act, as
there was no change in the director's interest.

24 shares were purchased by LTSBR(I)NL on 3rd May, 2000 at 643.5p per share for
Sir Brian Pitman's single company maxi ISA.

Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(ISA)NL) notify investors by
post of details relating to ISAs.  The director was, therefore, not aware of the
holding until some time after the transaction.  The director notified the
company today as soon as he received the information from LTSBR(ISA)NL.

SECTION 15

Total holding following this notification:

Sir Brian Pitman:                           2,386,464
Lady Pitman:                                  166,310
LTSBSSTL:                                       1,720
LB(PN)L:    
-  Sir Brian Pitman (Single company):           9,361
-  Lady Pitman (Single company):                9,600
-  Lady Pitman (General):                       2,180
LTSBR(ISA)NL:
-  Sir Brian Pitman (Single company maxi ISA):    827

                       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

    SEE APPENDIX

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

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

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

    SEE APPENDIX

7)  Number of shares/amount of
    stock acquired

    SEE APPENDIX

8)   (    % )
    of issued Class

     MINIMAL

9)  Number of shares/amount
    of stock disposed

     N/A

10)  (    % )
   of issued Class

     N/A

11) Class of security

    ORDINARY SHARES OF 25p 

12) Price per share

    SEE APPENDIX

13) Date of transaction

    SEE APPENDIX

14) Date company informed

    SEE APPENDIX

15) Total holding following this notification

    SEE APPENDIX

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



18) Period during which or date on which exercisable



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



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



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



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

        416,878

23) Any additional information



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...  16TH MAY, 2000 



APPENDIX

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(I)NL):
- Mr Fairey (Single company maxi ISA):                        832

SECTIONS 3, 5, 6, 7, 12, 13 AND 14

1,547 shares held for Mr Fairey by LTSBSSTL were transferred to him on 30th
April, 2000.  This was not a notifiable event under the Companies Act, as there
was no change in the director's interest.

25 shares were purchased by LTSBR(I)NL on 3rd May, 2000 at 643.5p per share for
Mr Fairey's single company maxi ISA.

Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(ISA)NL) notify investors by
post of details relating to ISAs.  The director was, therefore, not aware of the
holding until some time after the transaction.  The director notified the
company today as soon as he received the information from LTSBR(ISA)NL.

SECTION 15

Total holding following this notification:

Mr Fairey:                                                 68,324
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):       1,720
Lloyds TSB Registrars (ISA) Nominees Limited (LTSBR(I)NL):
-  Mr  Fairey (Single company maxi ISA):                      857