Issue of Preference Shares

ROYAL BANK OF SCOTLAND GROUP PLC
19 July 1999


THE ROYAL BANK OF SCOTLAND GROUP PLANS
US$300 MILLION PREFERENCE SHARE ISSUE


The Royal Bank of Scotland Group plc ('the Group') intends to issue 12 million
Category II Non-cumulative Dollar Preference Shares to be designated Series I
('the Series I Dollar Preference Shares'), with a nominal value of US$0.01
each, which will be represented by American Depositary Shares('the
Series I ADSs') in the United States, at a subscription price of US$25.00 per
share.

The Series I Dollar Preference Shares will be issued under a Form F-3 Shelf
Registration Statement which the Group has filed with the Securities and
Exchange Commission, Washington, D.C. and which provides for the offer and
sale from time to time of up to US$1.125 billion aggregate initial offering
price of debt securities and/or Category II Non-cumulative Dollar Preference
Shares.

Application will be made to list the Series I ADSs on the New York Stock
Exchange but no application will be made to list the Series I ADSs or the
Series I Dollar Preference Shares on the London Stock Exchange.  It is
expected that the Financial Services Authority will confirm that the Series I
Dollar Preference Shares will qualify as Tier One Capital.

The Group is being advised in connection with the issue by Salomon Smith
Barney Inc. who are also acting with Lehman Brothers, Merrill Lynch & Co,
Morgan Stanley Dean Witter, PaineWebber Incorporated and Prudential Securities
Incorporated as Managers.

The net proceeds from the issue of the Series I Dollar Preference Shares will
be used to finance partially the purchase of UST Corp. of Boston,
Massachusetts by the Group's wholly-owned subsidiary, Citizens Financial
Group, Inc., which the Group announced on 21 June 1999.

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Series I Dollar Preference
Shares in any State of the United States in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
Securities Laws of any such State.  No Series I Dollar Preference Shares will
be offered to the public in the United Kingdom.

For further information, please contact:-

The Royal Bank of Scotland Group plc

Ron Huggett
Capital Raising Director
Waterhouse Square
138-142 Holborn
London
EC1N 2TH
Tel: [phone]

Graham Halstead
Group Financial Controller
42 St. Andrew Square
Edinburgh
EH2 2YE
Tel: [phone]


Salomon Smith Barney

Alan Patterson
Director
Victoria Plaza
111 Buckingham Palace Road
London
SW1W 0SB
Tel: [phone]