Final Results - Part 2

Lloyds TSB Group PLC
16 February 2001


Part 2

LLOYDS TSB GROUP

                      PERFORMANCE BY SECTOR

UK Retail Financial Services

Total  profit  before tax on a business as usual basis  from  UK
Retail  Financial Services, which encompasses UK Retail Banking,
Mortgages,  and  Insurance and Investments,  increased  by  £599
million,  or 24 per cent, to £3,129 million from £2,530  million
in 1999.

UK Retail Banking and Mortgages

Total  profit  before tax from UK Retail Banking  and  Mortgages
rose  by  £25 million, or 2 per cent, to £1,682 million.  Total  
income increased by 2 per cent and costs increased by 7per cent, 
largely as a result of e-commerce investment costs and
higher  marketing  costs.   Bad  debt  provisions  decreased  by
£93  million, or 22 per cent, to £332 million largely due to the
good  economic conditions during 2000, and a one-off benefit  of
£42  million  arising  from a change in methodology  for  retail
provisioning  to recognise more accurately the amount  that  the
Group expects to recover.

                                                 2000     1999 
                                                  £m       £m

Net interest income                             2,962    2,943  
Other income                                    1,143    1,090  
Total income                                    4,105    4,033  
Operating expenses                              2,091    1,951  
Trading surplus                                 2,014    2,082  
Provisions for bad and doubtful debts             332      425   
Profit before tax                               1,682    1,657

Profit before tax
UK Retail Banking                                 817      789   
Mortgages                                         865      868   
                                                1,682    1,657  

Efficiency ratio                                50.9%    48.4% 
Total assets (year-end)                       £71.3bn  £64.3bn
Total risk-weighted assets (year-end)         £44.0bn  £39.7bn 

                          Page 16 of 45

LLOYDS TSB GROUP

UK Retail Banking
(the  UK retail businesses of Lloyds TSB, providing banking  and
financial  services  to personal and small  business  customers;
private banking; and stockbroking)

Pre-tax profit from UK Retail Banking rose by £28 million, or  4
per  cent,  to £817 million.  Total income increased  by  2  per
cent,  costs increased by 7 per cent largely as a result  of  e-
commerce investment costs, and there was a reduction of  19  per
cent  in  bad  debt provisions.  A significant  element  of  the
profitability of the Group's insurance operations is also driven
through  the  relationship we have with our  substantial  retail
customer base.

Personal  loans and credit card lending increased by 9 per  cent
since  the  end  of  1999 and balances on current  accounts  and
savings  and  investment accounts grew by 10 per cent  over  the
same  period,  supported  by  the launch  of  a  number  of  new
products.   The  popularity of the Group's Added  Value  current
accounts continued with Lloyds TSB maintaining its position as a
market  leader  in  this  area  with            over  2  million
accounts  in  operation.  The Group also continues  to  maintain
market  leading positions in many of its core markets, including
personal current accounts, savings and business banking.

We   have   continued  to  develop  a  number   of   alternative
distribution channels in order to offer a broad range of  access
points for our customers thereby improving service and enhancing
revenue growth.  PhoneBank, our telephone banking operation,  is
one  of  the  largest in Europe with 1.3 million  customers.  In
addition, PhoneBank Express, our leading edge interactive  voice
recognition  system,  now  has over  700,000  registered  users.
PhoneBank  and  PhoneBank  Express handled  23.5  million  calls
during  the  year.   Our supermarket banking operation,  branded
'easibank', continues to expand, and we now have 22 branches  in
ASDA  stores  or large shopping centres.  We have  extended  our
relationship  with  the  Post  Office  to  allow  our   personal
customers  to undertake banking transactions in post offices  in
Scotland,  in addition to our existing arrangements  in  England
and Wales.

We  continue  to  make substantial progress with our  e-commerce
strategy.   We  exceeded our target of        1  million  online
customers of LloydsTSB.com by the end of 2000, and we  now  have
over  1.2 million customers registered to use our online banking
service.   LloydsTSB.com is now consistently  one  of  the  most
visited  financial websites in Europe.  We successfully launched
our  standalone internet bank, evolvebank.com, in  Spain  during
November 2000.

We   have  also  made  substantial  progress  on  a  number   of
initiatives  for  business customers.  The  Group  has  launched
success4business.com, an internet portal designed to help  small
business  customers  maximise opportunities in  e-commerce,  and
LloydsTSBMarketplace,  a trade facilitation  web  service,  that
allows  suppliers  and  buyers  access  to  a  secure  e-enabled
environment to conduct business with a wide variety of companies
within their specific marketplace.

Our   new   e-procurement  system  has  recently  been  launched
throughout the Group and over 8,000 staff can now make purchases
from their desktop PCs, saving substantial time and money as all
purchases  are  made using the Group's preferred suppliers  with
whom discounts have been negotiated.

                          Page 17 of 45

LLOYDS TSB GROUP

UK Retail Banking (continued)

On  20 July 2000 the Group announced a mobile banking offer,  in
association  with  BT  Cellnet, that  will  provide  Lloyds  TSB
customers with access to the Bank's internet banking service, as
well  as a range of other online services.  We have also started
to  provide, in association with Telewest, a product information
service  on  digital interactive television, and will  launch  a
banking service in Spring 2001.

On  24 July 2000 the Group announced the launch of a £20 million
joint  venture  with  antfactory, a leading European  e-commerce
investment  company.  The new joint venture, called Valuefactory
Ventures,  aims  to identify, invest in and develop  global  new
economy businesses as standalone, value-creating companies.  The
focus will be on investment opportunities which can benefit from
the resources and capabilities of Lloyds TSB and antfactory.

On  15  August 2000 the Group announced the creation  of  a  new
payments  processing company - Intelligent Processing  Solutions
Limited (iPSL) - in conjunction with Unisys and Barclays.  iPSL,
which is 24.5 per cent owned by Lloyds TSB, will handle all  the
Group's cheque processing activities.  With increased levels  of
electronic banking leading to a decline in the volume of cheques
being processed, iPSL provides the economies of scale needed  to
offset the increasing unit cost of processing cheques.

On  13  December 2000 the Group announced that it had agreed  to
form  a  joint  venture  between Goldfish, Centrica's  financial
services  brand,  and  evolvebank.com, Lloyds  TSB's  standalone
internet banking operation.  The joint venture will be known  as
Goldfish  Holdings Ltd.  Centrica will have a 70 per cent  share
of  the  joint venture and Lloyds TSB will have a  30  per  cent
share.   The  joint venture intends to offer a  broad  range  of
integrated financial services products from which customers  can
select  to  meet  their individual needs.   evolvebank.com  will
provide  technology and banking expertise, together with  Lloyds
TSB's  track  record in bancassurance and regulatory experience.
Centrica  will bring the Goldfish brand, together with immediate
access to 9 million Centrica customers.

Business  Banking continues to attract a substantial  number  of
new  customers and has further consolidated the Group's position
as  a  market  leader in the recruitment of start-up businesses.
Some 116,000 new business customers chose Lloyds TSB during  the
year.  Revenue growth and profitability has again improved based
on  a 14 per cent increase in lodgements, a 13 per cent increase
in  lending  and  increased  sales of insurance,  mortgages  and
investment   products.   Business  Banking  has,  during   2000,
successfully launched four new relationship offers which provide
our  small business customers with a choice of options regarding
the  level  of  business and banking support they  require  from
Lloyds  TSB.  Following a pilot study in May 2000, full national
roll  out  has commenced and supports our strategy of increasing
market share from 19 per cent  in 1999 to 23 per cent in 2003.
                                
                          Page 18 of 45

LLOYDS TSB GROUP

UK Retail Banking (continued)

In  our UK wealth management businesses, UK Private Banking  had
another successful year.  Profit before tax increased by 11  per
cent  to   £110 million, from £99 million in 1999.  £1.5 billion
of new funds were gained during the year and total funds managed
and administered now stand at some £12.2 billion.

Lloyds  TSB Stockbrokers, one of the largest retail stockbrokers
in  the UK, continued to perform well as high transaction levels
were  combined with efficiency gains.  Pre-tax profit  increased
to £23 million compared with £21 million last year.

A  new wealth management strategy, based on providing a new  set
of  products  and services for more affluent customers,  is  now
being  implemented  under  a  new  brand  'Create'.   For  these
customers we will provide tailored independent advice,  superior
service   and  a  choice  of  investment  options  from  quality
providers.   Key elements will be our online share  dealing  and
funds hypermarket, and a new Wealth Management Account that will
allow  consolidation  of all financial products  into  a  single
account.         The Create offer will be underpinned by  access
to   the   comprehensive  broking  services  of  Goldman   Sachs
PrimeAccessT.  This service will provide clients with customised
proprietary  research  from Goldman Sachs, international  equity
dealing and market making, custody and settlement, and access to
selected  equity  capital market offerings  managed  by  Goldman
Sachs.

Create  forms a key part of Lloyds TSB's revenue growth strategy
and  expects to have around 250,000 clients by the end
of  2002.   Lloyds TSB currently makes pre-tax profits  of  some
£300  million  annually from wealth management  in  the  UK  and
overseas,  and  believes that this can be  doubled  within  four
years of Create's full market launch this summer.
                                
                          Page 19 of 45

LLOYDS TSB GROUP

Mortgages
(covering  the  Group's  total  UK  mortgage  business   through
Cheltenham  &  Gloucester,  Lloyds  TSB,  Lloyds  TSB  Scotland,
Scottish Widows Bank and C&G TeleDirect)

                                                 2000     1999 

Profit before tax                                £865m    £868m
Efficiency ratio                                 23.9%    22.6%  

Gross new mortgage lending                     £11.5bn  £10.7bn
Market share of gross new mortgage lending        9.6%     9.4%   
Net new mortgage lending                        £4.6bn   £2.8bn 
Market share of net new mortgage lending         11.4%     7.4%   
Mortgages outstanding (year-end)               £52.7bn  £47.5bn
Market share of mortgages outstanding             9.8%     9.5%

Intense   competition  in  the  mortgage  market   was   evident
throughout  the  year leading, as anticipated, to  a  lower  net
interest  margin which resulted in pre-tax profit from Mortgages
decreasing by £3 million to   £865 million, from £868 million in
1999.   Profit  before  tax  in the  second  half  of  2000  was
£436  million,  £7 million, or 2 per cent, higher  than  in  the
first  half  of the year.  The efficiency ratio of  the  Group's
total  mortgage business was  23.9 per cent compared  with  22.6
per  cent  in 1999.  The Group continues to be one of  the  most
efficient mortgage providers in the UK.

Against  this  competitive background,  the  Group  achieved  in
excess  of  its natural market share of net new lending.   Gross
new  lending increased by 7 per cent to £11.5 billion,  compared
with  £10.7  billion a year ago, and net new  lending  was  £4.6
billion, significantly higher than £2.8 billion last year.  This
represented an estimated market share of net new lending of 11.4
per  cent,  higher  than  our 9.8 per cent  share  of  mortgages
outstanding,   and  is  particularly  encouraging   given   that
mortgages are key recruitment products for other retail products
and services.

C&G  continues  to  benefit  from  mortgage  sales  distribution
through  the Lloyds TSB branch network, the IFA market and  from
the  strength of the C&G brand.  Once again the provision  of  a
first   class  service  has  been  a  significant  factor   with
independent   financial   advisers  awarding   C&G   its   sixth
consecutive 5-star rating in the 2000 Financial Adviser  service
awards.   Business  levels  sourced from  intermediaries  remain
strong.

A  relatively low arrears position and the beneficial effect  of
house  price  increases  have meant  that  bad  debt  provisions
remained at a low level.  New provisions were offset by releases
and  recoveries resulting in a net credit of £13 million for the
year, compared with a credit of £3 million in 1999.  The quality
of our mortgage lending remains very satisfactory.

                          Page 20 of 45

LLOYDS TSB GROUP

Insurance and Investments
(the life, pensions and unit trust businesses of Scottish Widows
and  Abbey Life; general insurance underwriting and broking; and
Scottish Widows Investment Partnership)
                                                              
                                                 2000     1999
                                                  £m       £m
Life and pensions                                             
 Scottish Widows                                  393        -
 Lloyds TSB bancassurance                         259      234
 Abbey Life                                       164      156
                                                  816      390
General insurance                                 591      461
Operating profit from Insurance*                1,407      851
Scottish Widows Investment Partnership                        
  Scottish Widows                                  10        -
  Hill Samuel Asset Management                     30       22
                                                   40       22 
Total operating profit*                         1,447      873

Short-term fluctuations in investment 
 returns (page 42, note 8)                       (119)      28
Changes in economic assumptions 
 (page 43, note 9)                                127        - 
Pension provisions (page 23)                     (100)    (102)
Stakeholder pension related charge (page 23)      (80)       - 

* including normalised investment returns based on long-term
rates of investment return and excluding changes in the
economic assumptions applied to our long-term assurance
business, pension provisions and stakeholder pension related
charge.

Operating  profit, including investment returns based  on  long-
term  rates of investment return, from Insurance and Investments
increased  by  66 per cent to £1,447 million from £873  million,
largely  as  a result of the inclusion, since 3 March  2000,  of
Scottish  Widows  within our life and pensions business.   Since
that  date Scottish Widows contributed pre-tax profits  of  £403
million, before funding costs of    £258 million.  This compares
with normalised pre-tax profits of £349 million in 1999.

Profit  before tax from our life and pensions business increased
by £426 million, or 109 per cent, to £816 million.  Weighted 
sales of life, pensions and unit trusts increased by 40 per cent 
as the sale, on 1 February 2000, of the  new  business  
capability  of  Abbey  Life  was  offset  by  the inclusion, 
from 3 March 2000, of Scottish Widows.

Pre-tax  profit  from  general insurance operations,  comprising
underwriting and broking, rose by £130  million, or 28 per cent, 
to £591 million, mainly as a result of continued strong revenue  
growth and an improvement in our claims experience.  The Group 
has maintained its position as a leading distributor of personal 
lines insurance in the UK.

                          Page 21 of 45

LLOYDS TSB GROUP

Insurance and Investments (continued)

The  merger  of Scottish Widows Investment Management  and  Hill
Samuel  Asset Management was completed on 30 June 2000, and  the
enlarged  asset management operation was launched  under  a  new
brand, Scottish Widows Investment Partnership.  The creation  of
Scottish Widows Investment Partnership, with some £87 billion of
funds  under  management, has enabled  the  Group  to  become  a
leading player in the asset management business.  Pre-tax profit
from  investment  management for the year was  £40  million,  up
82  per  cent from £22 million 1999, largely as a result of  the
inclusion,  since 3 March 2000, of the Scottish  Widows
investment management business.

Life and pensions (including unit trusts)

                                                 2000     1999   
                                                  £m       £m

New business                                      281      134    
Existing business                                 500      260    
Investment earnings                               212       38     
Life and pensions distribution costs             (225)     (99)   
                                                  768      333    
Unit trusts                                       157      138    
Unit trust distribution costs                    (109)     (81)   
                                                   48       57     
Operating profit*                                 816      390    

* including 'normalised' investment returns based on long-term
rates of investment return (page 42 note 8)

Weighted sales of life, pensions and unit trusts increased by 40
per  cent to £789.5 million from   £565.2 million in 1999
as  a  result  of the inclusion, from 3 March 2000, of  Scottish
Widows.   The withdrawal from sale of mortgage-related endowment
policies slowed the sales of regular premium life policies.

On a pro forma basis, weighted sales for the combined Lloyds TSB
bancassurance and Scottish Widows life, pensions and unit  trust
businesses  were £711.0 million, compared to £713.1  million  in
1999.  By distribution channel pro forma weighted sales in  2000
were £353.3 million from the branch network, £280.8 million from
independent  financial advisers and £76.9  million  from  direct
channels, compared with £355.2 million, £296.5 million and £61.4
million  respectively  in 1999.  In the  second  half  of  2000,
weighted  sales increased by 19 per cent from £318.4 million  in
the  second  half  of  1999  to £379.8  million.   In  2001,  we
anticipate  that  our  sales growth will exceed  overall  market
growth.
                                
                          Page 22 of 45

LLOYDS TSB GROUP

Insurance and Investments (continued)

From the date of acquisition, Scottish Widows products have been
available throughout the Lloyds TSB branch network, as  well  as
via  independent financial advisers and directly  from  Scottish
Widows   itself.    From  August  2000,  Scottish   Widows   has
successfully  been  selling  term assurance  to  Cheltenham  and
Gloucester customers.

Scottish  Widows  maintained its 5-star awards from  independent
financial  advisers in both the Life and Pensions and Investment
Provider  ratings.  This  is  the  fifth  consecutive  Life  and
Pensions   Provider  5-star  award  and   the   fourth
consecutive Investment Provider 5-star award.

The adequacy of the provision for redress to past purchasers  of
pension  policies has been reviewed in the light of the  changes
arising  from SERPS adjustments, further experience and improved
knowledge  as  to  the  number and size of  compensation  claims
likely  to be paid. The cost of redress is forecast to  increase
by  £100  million and a provision of this amount has been  made,
bringing  the total provision charged for this purpose  to  £902
million,  of  which £654 million had been used  at  31  December
2000.

Stakeholder pensions will be introduced from 6 April 2001,  with
charges on these new products being limited by Government  to  a
maximum of one per cent per annum.  In order not to disadvantage
existing  pensions  customers, charges will be  reduced  on  our
existing  book.   This will have the effect of  reducing  future
cash  flows in the Group's embedded value calculation and a one-
off  charge of £80 million has therefore been made to  the  2000
profit and loss account.

In  1998, a provision was made within Abbey Life for liabilities
under  certain  unit  linked products  with  guaranteed  annuity
options  written  in the mid-1960s to the mid-1980s  and  at  31
December  2000 this provision was £152 million.  We  continually
review  the adequacy of the provision and remain satisfied  that
no further provision is necessary at this stage.  As part of the
acquisition  of  Scottish Widows by the Group, certain  measures
were  taken  to  protect shareholders from any likely  potential
exposure to this issue.  Scottish Widows has assets to match its
liabilities  in  respect  of guaranteed  annuity  options.   The
assets  are held in such a way that should a change in  interest
rates  cause  the liabilities to increase then the  assets  will
also increase to reflect this.

                          Page 23 of 45

LLOYDS TSB GROUP

Insurance and Investments (continued)

                                                 2000     1999  
                                                  £m       £m
Total new business premium income and                         
 unit trust sales:
Regular premiums                                158.1    129.4  
Single premiums                               3,501.4  1,875.7  
Unit trusts                                   1,993.3  1,770.2  
Weighted sales (regular + 1/10 single)          789.5    565.2

Weighted sales by distribution                                
 channel:
Branch network                                  353.3    355.2  
Independent financial advisers                  253.0     92.8  
Direct                                           69.5      9.3   
Fund management                                 113.7    107.9
                                                789.5    565.2  

Scottish Widows (including                                    
 bancassurance)
Regular premiums:                                             
Life - mortgage related                          23.6     31.4  
     - non-mortgage related                      19.2      9.8   
Pensions                                        105.2     28.2  
Fund management                                   1.2        -   
Health                                            5.6      4.9   
Total regular premiums                          154.8     74.3  
Single premiums:                                              
Life                                          1,196.5    329.6
Annuities                                       327.1    101.7  
Pensions                                        830.8     79.3  
Fund management                               1,125.3  1,079.0  
Total single premiums                         3,479.7  1,589.6  
External unit trust sales:                                    
Regular payments                                 90.9     76.7  
Single amounts                                1,899.1  1,624.5  
Total external unit trust sales               1,990.0  1,701.2  

Abbey Life*
Single premiums                                  21.7    286.1  
Regular premiums                                  3.3     55.1  
External unit trust sales:
Regular payments                                  0.1      2.4   
Single amounts                                    3.2     66.6  

Total life funds under management              51,085   26,542

* The Group disposed of the new business capability of Abbey
Life on 1 February 2000

                          Page 24 of 45

LLOYDS TSB GROUP

Insurance and Investments (continued)

General Insurance

                                                 2000     1999  
                                                  £m       £m
Premium income from underwriting                              
Creditor                                          126      136   
Home                                              228      203   
Health                                             50       55    
Other                                               -        1     
Re-insurance premiums                              (5)      (5)   
                                                  399      390   

Commissions from insurance broking
Creditor                                          225      175   
Home                                               34       35    
Health                                             19       21    
Other                                             120       96    
                                                  398      327   

Operating profit*                                 591      461   

* including normalised investment returns based on long-term
rates of investment return (page 42, note 8)

Operating   profit,   excluding   short-term   fluctuations   in
investment   returns,   from   general   insurance   operations,
comprising underwriting and broking, rose by £130 million, or 28
per cent, to £591 million.

Income  from  creditor  insurance  increased  by  13  per  cent,
reflecting  higher personal and business sector lending.   Sales
of home insurance policies increased by 10 per cent, with strong
growth  in both branch network and direct sales.  Lloyds TSB  is
now  the  leading distributor of household insurance in the  UK.
Overall new business sales in 2000 were over 2.4 million, 14 per
cent  higher  than  in  1999, of which over  900,000  were  home
insurance  policies.  The overall increase  in  sales,  together
with  renewal  business,  produced a 22  per  cent  increase  in
commission  income  from broking and a 2 per  cent  increase  in
earned premium income from underwriting.  Investment income,  on
a normalised basis, increased by 37 per cent to £67 million.

The overall claims ratio of 35.1 per cent was lower than in 1999
(42.8  per cent).  Claims were £27 million, or  16 per  cent,  
lower  at  £142 million than  in  last  year.   This
reflected the favourable impact on our creditor products of good
economic  conditions throughout the year, partly offset  by  the
adverse weather conditions in the autumn.

The  Group  now  has  six  general insurance  products  live  on
interactive  television and has full quote and buy functionality
on the internet for home, motor and travel insurance.

                          Page 25 of 45

LLOYDS TSB GROUP

Wholesale Markets
(banking,   treasury,  large  value  lease  finance,   long-term
agricultural  finance,  share  registration,  venture   capital,
factoring  and  invoice discounting, and other related  services
for  major  UK and multinational companies, banks and  financial
institutions, and medium-sized UK businesses; and Lloyds UDT)
                                                               
                                                 2000     1999   
                                                  £m       £m

Net interest income                               900      930    
Other income                                      622      444    
Total income                                    1,522    1,374  
Operating expenses                                665      564    
Trading surplus                                   857      810    
Provisions for bad and doubtful debts              94       75     
Amounts written off fixed asset
 investments                                       14        7
Profit before tax                                 749      728    
Efficiency ratio
                                                43.7%    41.0%
Total assets (year-end)                       £65.7bn  £61.5bn  
Total risk-weighted assets (year-end)         £36.5bn  £31.6bn  

Wholesale Markets pre-tax profit increased by £21 million, or  3
per  cent,  to  £749 million.  Provisions for bad  and  doubtful
debts  increased  by  £19 million to £94 million  largely  as  a
result  of  a  higher level of provisions in the  motor  finance
businesses and the acquisition of Chartered Trust (page 43, note
7).   Total  assets  increased by 7 per cent  and  risk-weighted
assets  grew  by  16  per  cent reflecting  the  acquisition  of
Chartered  Trust.  The efficiency ratio increased  to  43.7  per
cent,  from  41.0  per  cent  in  1999,  again  reflecting   the
acquisition of Chartered Trust.

Our Corporate and Financial Institutions businesses, serving the
larger  corporate  market and financial  institutions,  achieved
record results.  Corporate Banking's continuing focus on quality
income  growth  ensured  another strong performance.   Bad  debt
provisions  remained  at a relatively  low  level.   Lloyds  TSB
Leasing  maintained  its position as the  largest  'big  ticket'
leasing  company  in  the UK and Lloyds TSB Commercial  Banking,
serving the commercial middle market, continued to perform well,
with  revenue increases, tight cost control and lower provisions
all  contributing to the achievement of record profits  for  the
year.   Lloyds  TSB Commercial Finance and Alex Lawrie  Factors,
two  of  the leading invoice discounting and factoring companies
in  the  UK,  expanded  their range of specialist  products  and
services  and continued to grow their market share.  Lloyds  TSB
Development  Capital  continued to expand its  presence  in  the
venture capital market and achieved record profits in 2000.  The
Agricultural Mortgage Corporation maintained its position  as  a
market leader in the provision of long-term finance to farmers.

Lloyds  TSB  Registrars had another very  successful  year  with
income  growing by 9 per cent and profit by 41  per  cent  to  a
record £45 million.  During the year shareview.co.uk, our unique
internet  information service for shareholders, was successfully
launched.

                          Page 26 of 45

LLOYDS TSB GROUP

Wholesale Markets (continued)

In  Treasury Division the more stable interest rate environment,
compared  with 1999, resulted in lower income from our  interest
rate  management  businesses.   The  Group's  activity  in   the
derivatives markets continues to remain focused on straight cash
based products.

On  1  September 2000, the Group announced that its  subsidiary,
Lloyds  UDT,  had  acquired Chartered Trust Group  Plc  and  ACL
Autolease Holdings Limited, ('Chartered Trust'), the UK consumer
finance  and  contract hire subsidiaries of  Standard  Chartered
Bank, for a cash consideration of £614 million.  The acquisition
allowed  the Group to consolidate its position as market  leader
in  the independent provision of motor finance and become one of
the  leading contract hire providers in the UK.  A restructuring
provision  of  £21 million has been made to cover the  costs  of
integrating Chartered Trust and Lloyds UDT.

International Banking
(banking and financial services overseas in four main areas: The
Americas,  New  Zealand,  Europe  and  Offshore  Banking;    and
Emerging Markets Debt)

                                                 2000     1999   
                                                  £m       £m
Net interest income                               753      734    
Other income                                      386      378    
Total income                                    1,139    1,112  
Operating expenses                                589      580    
Trading surplus                                   550      532    
Provisions for bad and doubtful debts              49       88     
Profit before tax                                 501      444    

Efficiency ratio                                51.7%    52.2%  
Total assets (year-end)                       £19.2bn  £19.4bn  
Total risk-weighted assets (year-end)         £11.9bn  £11.6bn  

International Banking pre-tax profit was £57 million, or 13  per
cent,  higher at £501 million compared with 1999 and represented
12  per cent of Group pre-tax profit.  4 per cent related to our
New  Zealand  business, 5 per cent to our  Europe  and  offshore
banking operations and 3 per cent to Latin America.

Profits from New Zealand in local currency terms increased by 21
per   cent.   International  private  banking  and  the  Group's
offshore banking operations both showed strong improvements over
1999  with  an  18 per cent increase in pre-tax profit  to  £194
million, from £165 million in 1999.

Our  consumer  finance  business  in  Brazil,  Losango  Consumer
Finance,  made a pre-tax profit of  £41 million, compared with 
a profit of £31 million in 1999.

                          Page 27 of 45

LLOYDS TSB GROUP

International Banking (continued)

The  Emerging  Markets Debt portfolio contributed £104  million,
which  included a release of provisions of £85 million following
the repayment of debt by certain borrowers and some asset sales.
This  compared with a contribution of £48 million in 1999, which
included a release of provisions of £32 million.

At  the  end of December 2000 the Group's provisionable exposure
to  Emerging  Market economies which is included  in  loans  and
advances  was  £1,352  million (December 1999:  £1,328  million)
against    which   provisions   of   £803   million    (December
1999:  £799  million) were held, giving cover  of  59  per  cent
(December 1999: 60 per cent).  Based on secondary market prices,
the  surplus  of market value over net book value of  the  total
Emerging  Markets Debt portfolio (including advances,  unapplied
interest and collateralised bonds held as investments) was  more
than £800 million (December 1999: £700 million).

Central group items
 (earnings on surplus capital, central costs and other
 unallocated items)

                                                 2000     1999  
                                                  £m       £m

Accrual for payment to Lloyds TSB Foundations     (34)     (31)  
Earnings on surplus capital, central costs and  
 other unallocated items                          (99)     150   
                                                 (133)     119   

The  four  independent Lloyds TSB Foundations support registered
charities  throughout  the UK that enable  people,  particularly
disabled  and  disadvantaged people, to play a  fuller  role  in
society.  The Foundations receive  1 per cent of the Group's pre-
tax  profit,  averaged over 3 years, instead of the dividend  on
their  shareholdings.   In 2001 they will  receive  £34  million
(2000:  £31 million) to distribute to charities, making them  in
aggregate  one of the largest general grant-giving organisations
in the UK.

The  reduction in earnings on surplus capital, central costs and
other unallocated items in 2000 reflects the incorporation,  for
the  first time, of the funding cost of the purchase of Scottish
Widows.

Historically it has been the Group's practice for central income
items  such  as  the earnings on surplus group capital  and  the
profit  on  the sale of investments to be allocated to  business
units  for  statutory reporting purposes.  To avoid  unnecessary
volatility  in business unit earnings, as a result of  decisions
at  the Group Centre on the build up and use of surplus capital,
these central income items will in the future be reported within
central  group  items.  The effect on 1999 figures,  which  have
been  restated,  is  an  increase  in  central  group  items  of
£168 million offset by a commensurate reduction in business unit
earnings.
                                
                          Page 28 of 45

LLOYDS TSB GROUP

                             INCOME
Group net interest income

Excluding  the  £258  million funding cost of  Scottish  Widows,
group net interest income increased by    £62 million, or 1  per
cent,  to  £4,845 million, notwithstanding a reduction  of  £200
million  caused  by  a      17  basis  point  reduction  in  the
underlying net interest margin.  This £200 million reduction  in
net  interest income was more than offset by higher  volumes  of
both  customer  lending and deposits.  Average  interest-earning
assets  increased  by  6 per cent to £131  billion.   There  was
further  growth in mortgages and other customer lending  in  the
UK.   The  net  interest margin decreased to 3.49  per  cent,  a
reduction of 37 basis points.  The impact of the funding cost of
Scottish  Widows represented 20 basis points of  this  37  basis
point  reduction, with the residual 17 basis point  decrease  in
the  margin  reflecting  the increasingly competitive  operating
environment  and  a  lower international  net  interest  margin.
Excluding  the  funding cost of Scottish Widows, the  group  net
interest  margin in the second half of 2000 was 3.67  per  cent,
compared with 3.70 per cent in the first half of the year.

                                                 2000     1999   
                                                  £m       £m

Net interest income                             4,587    4,783  

Average balances               
Short-term liquid assets                        2,060    1,985  
Loans and advances                            123,317  116,965  
Debt securities                                 5,992    5,038  
Total interest-earning assets                 131,369  123,988

Financed by:
Interest-bearing liabilities                  118,348  107,631
Interest-free liabilities                      13,021   16,357  

Average rates                                      %        %    
Gross yield on interest-earning assets           8.41     8.43   
Cost of interest-bearing liabilities             5.46     5.27   
Interest spread                                  2.95     3.16   
Contribution of interest-free                    
 liabilities                                     0.54     0.70   
Net interest margin                              3.49     3.86   

Net interest margin, excluding funding cost
 of Scottish Widows                              3.69     3.86

Note:  Payments  made  under  cash gift  and  discount  mortgage
schemes  are amortised over the early redemption charge  period,
being  a maximum of 5 years.  If these incentives had been fully
written off as incurred, group and domestic net interest  income
would have been £65 million lower in 2000 (1999: £11 million   
lower).   The  deferred  element  of  the  expenditure
amounting to £242 million at 31 December 2000 (31 December 1999:
£176  million) is included within prepayments and accrued income
in the balance sheet.

                          Page 29 of 45

LLOYDS TSB GROUP

Domestic net interest income

Domestic net interest income decreased by £198 million, or 5 per
cent,  to  £3,956  million,  reflecting  the       £258  million
funding cost of Scottish Widows, and this represents 86 per cent
of total group net interest income.

Average interest-earning assets increased by 6 per cent to  £111
billion.   There  was  further growth  in  mortgages  and  other
customer lending.

The net interest margin decreased by 40 basis points to 3.58 per
cent,  again  partly  reflecting the funding  cost  of  Scottish
Widows,  which  caused  a  reduction of  23  basis  points.   In
addition,  the  increasingly competitive operating  environment,
particularly for retail lending, and the higher cost of  deposit
products in a higher average interest rate environment caused an
underlying  reduction of 17 basis points  in  the  net  interest
margin.  During the year the Group had strong growth in a number
of   finer   margin   products,   particularly   mortgages   and
preferentially priced savings accounts.  Excluding  the  funding
cost of Scottish Widows, the domestic net interest margin in the
second  half of 2000 was 3.80 per cent, compared with  3.83  per
cent in the first half of the year.

                                                 2000     1999
                                                  £m       £m

Net interest income                             3,956    4,154

Average balances                                               
Short-term liquid assets                          836      985    
Loans and advances                            105,856   99,985   
Debt securities                                 3,882    3,272   

Total interest-earning assets                 110,574  104,242   

Financed by:                                                   
Interest-bearing liabilities                   99,220   89,515   
Interest-free liabilities                      11,354   14,727   

Average rates                                      %        %
Gross yield on interest-earning assets           8.07     7.69   
Cost of interest-bearing liabilities             5.01     4.31   
Interest spread                                  3.06     3.38   
Contribution of interest-free 
 liabilities                                     0.52     0.60
Net interest margin                              3.58     3.98
                                                               
Net interest margin, excluding funding 
 cost of Scottish Widows                         3.81     3.98

                          Page 30 of 45

                          
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