SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.20549

                                   FORM 6-K

                        Report of Foreign Private Issuer
                       Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934



                               4 February, 2005


                              LLOYDS TSB GROUP plc
                (Translation of registrant's name into English)


                              5th Floor
                              25 Gresham Street
                              London
                              EC2V 7HN
                              United Kingdom


                    (Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                          Form 20-F..X..Form 40-F.....


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                               Yes .....No ..X..

If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule
12g3-2(b): 82- ________



                                  Index to Exhibits

Item

No. 1         Regulatory News Service Announcement, dated 4 February, 2005
              re:  Director Shareholding





The London Stock Exchange
RNS
10 Paternoster Square
London EC4M 7LS                                              3rd February, 2005



Dear Sirs,


Lloyds TSB Group plc ordinary shares of 25p each

Notification of interests of directors


Hill Samuel Offshore Trust Company Limited, as trustee of the Lloyds TSB Group
employee share ownership trust, today transferred 1,488 shares to an individual
or individuals, who had exercised share options granted under the group's
employee share schemes, as compensation for the special dividend of 68.3p per
share which was paid to former TSB Group plc shareholders in 1996, following the
merger with Lloyds Bank Plc, but which was not paid to optionholders.


The following directors, together with some 77,000 other employees, are
potential beneficiaries of the trust and are therefore to be treated as
interested in the remaining 1,464,168 shares held by the trust.


Mr. J.E. Daniels

Mr. M.E. Fairey

Mr. A.G. Kane

Mr. D.P. Pritchard

Mr. G.T. Tate

Mr. M.A. van den Bergh

Mrs. H.A. Weir


This notification is made to comply with paragraph 16.13 of the listing rules.

Yours faithfully,






A.J. Michie

Secretary




b.c.c.          Ms K.T. McTeague


END



                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              LLOYDS TSB GROUP plc
                                  (Registrant)



                                    By:       M D Oliver

                                    Name:     M D Oliver

                                    Title:    Director of Investor Relations



Date:  4 February, 2005