Scrip Dividend-Replacement

Royal Bank of Scotland Group PLC
02 June 2005




The following replaces the scrip dividend announcement released today @ 08.44
under RNS number 0429N

The correct number of New Ordinary Shares is:3,773,739.

The full amended text appears below.


The Royal Bank of Scotland Group plc

Scrip Dividend

3,773,739 new ordinary shares of 25 pence each will expect to be listed on 3
June 2005 as fully paid up under the Company's Scrip Dividend Scheme. These new
shares will rank pari passu in all respects with the existing shares of the
Company. Application has been made to the UK Listing Authority and the London
Stock Exchange for the new shares to be admitted to the Official List.

Further copies of this announcement are available at the Company's Offices at 36
St Andrew Square, Edinburgh, EH2 2YB and a copy of the above document has been
submitted to the UK Listing Authority, and will shortly be available for
inspection at the UK Listing Authorities Document Viewing Facility, which is
situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel: [phone]


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