Director Shareholding

Royal Bank of Scotland Group PLC
01 November 2004

                                  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 Fred Goodwin

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)

Sir Fred Goodwin

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 options granted under The Royal Bank of Scotland Group plc Option 
2000 Scheme.

7. Number of shares / amount of stock acquired

150

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

£12.40

13. Date of transaction

28 October 2004

14. Date company informed

1 November 2004

15. Total holding following this notification

64,944

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

1 November 2004

The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




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