Director Shareholding

Lloyds TSB Group PLC
1 December 2000

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

LLOYDS TSB GROUP PLC

2)  NAME OF DIRECTOR

MICHAEL KENT ATKINSON

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a
    non-beneficial interest or in the case of an individual holder
    if it is a holding of that person's spouse or children under the
    age of 18 or in respect of an non-beneficial interest

N/A

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

SEE BOX 23 BELOW

7)  Number of shares/amount of
    stock acquired

N/A

8)   (N/A %)
    of issued Class


9)  Number of shares/amount
    of stock disposed

N/A

10)  ( N/A %)
    of issued Class


11) Class of security

-


12) Price per share

-

13) Date of transaction

-

14) Date company informed

01.12.00

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



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

436,433

23) Any additional information

NOTIFICATION RECEIVED TODAY OF INSTRUCTIONS GIVEN FOR THE CLOSURE OF A
'SHARESAVE' ACCOUNT, RESULTING IN THE LAPSING OF 356 SHARE OPTIONS UNDER THE
LLOYDS TSB GROUP SHARESAVE SCHEME 1997.

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     1ST DECEMBER 2000                            


APPENDIX

LLOYDS TSB GROUP PLC
MR M.K. ATKINSON


SCHEDULE 11
NOTIFICATION OF INTERESTS OF THE DIRECTORS AND CONNECTED PERSONS

SECTION 4 AND 15

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

Mr. Atkinson:                                             2,465
Lloyds TSB Share Schemes Trustees Limited (LTSBSSTL):     3,005
Perry Nominees Limited (PNL):                            17,527
Lloyds Bank (PEP Nominees) Limited (LB(PN)L):             
- Mr. Atkinson (Single company)                           3,336
- Mrs. Atkinson (Single company)                          1,400
- Mrs. Atkinson (General)                                 1,238
Boltro Nominees Limited (BNL):               
- Mr. Atkinson (Sharelect ISA):                           2,106