Director Shareholding

Royal Bank of Scotland Group PLC
20 December 2000

                                 SCHEDULE 11

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    The Royal Bank of Scotland Group plc

    2) Name of director

    Sir George Ross Mathewson

    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 a non-beneficial interest

    Self

    4) Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

    Self

    5) Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    Self

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

    Exercise of 1997 Sharesave Option Scheme shares

    7) Number of shares/amount of
    stock acquired

    2,114

    8) Percentage of issued class
    -

    9) Number of shares/amount
    of stock disposed
    -

    10) Percentage of issued class
    -

    11) Class of security

    Ordinary Shares of 25p each

    12) Price per share

    -
    13) Date of transaction

    18 December 2000

    14) Date company informed

    19 December 2000

    15) Total holding following this notification

    242,843

    16) Total percentage holding of issued class following this notification

    -

    If a director has been granted options by the company please complete the
    following boxes

    17) Date of grant

    6 June 1997


        18) Period during which or date on which exercisable

        1 June 1990 - 31 December 2000


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

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

        Ordinary Shares of 25p each

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

        1997 Grant - £4.61


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

        530,403

        23) Any additional information


        24) Name of contact and telephone number for queries

        Hew Campbell, Head of Group Secretariat 0131 523 4711

        25) Name and signature of authorised company official responsible for
        making this notification

Hew Campbell, Head of Group Secretariat

Date of Notification 20 December 2000