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

Spouse

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

Adam & Company (Nominees) Limited

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

Notification in respect of shares held in the name of Adam & Comapany
(Nominees) Limited on behalf of Lady Mathewson

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

Sale of shares held in the name of Adam & Company (Nominees) Limited on behalf
of Lady Mathewson

7) Number of shares/amount of
stock acquired

-

8) Percentage of issued class

-

9) Number of shares/amount
of stock disposed

82,895

10) Percentage of issued class

-

11) Class of security

Ordinary Shares of 25 pence each

12) Price per share

£15.335

13) Date of transaction

15 December 2000

14) Date company informed

19 December 2000

15) Total holding following this notification

92,012

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



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

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