Directors' Notification of Dealing in Shares

Lloyds TSB Group PLC
19 May 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

PROFESSOR EWAN BROWN

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)   (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

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



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.......19 MAY 2000.................


APPENDIX
LLOYDS TSB GROUP PLC
SECTION 4


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

     Lloyds Bank (PEP Nominees) Limited (LB(PN)L):
     - Professor Brown (Single company)                    362
     - Mrs Brown (Single company)                          362
     - Professor Brown (Corporate)                         730
     - Mrs Brown (Corporate)                               733
     Lloyds TSB Registrars (ISA) Nominees Limited
      (LTSBR(ISA)NL):                                      
     - Professor Brown (Single company maxi ISA)           982

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

9 shares were purchased by LB(PN)L on 11th May, 2000 at 624p per share for
Professor Brown's single company PEP and 9 shares were similarly purchased for
Mrs Brown's single company PEP.

20 shares were purchased by LB(PN)L on 11th May, 2000 at 624p per share for
Professor Brown's corporate PEP and 20 shares were similarly purchased for Mrs
Brown's corporate 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 today as soon as he received the information from the PEP
manager.

SECTION 15

Total holding following this notification:

     LB(PN)L:
     - Professor Brown (Single company)                    371
     - Mrs Brown (Single company)                          371
     - Professor Brown (Corporate)                         750
     - Mrs Brown (Corporate)                               753
     LTSBR(ISA)NL:
     - Professor Brown (Single company maxi ISA)           982