Statement re RBS Shares

Banco Santander Central Hispano SA
27 January 2005




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

FOR IMMEDIATE RELEASE

Statement by Banco Santander Central Hispano, S.A. ('Banco Santander') regarding
the placing of ordinary shares in The Royal Bank of Scotland Group plc ('RBS')
by Banco Santander

Banco Santander announces that Merrill Lynch International has been instructed
to place, on its behalf, up to 81,593,126 ordinary shares of 25p each in RBS
with institutional investors representing all of its remaining shareholding in
RBS. The shares being placed represent up to approximately 2.57 per cent. of the
issued ordinary share capital of RBS.  Banco Santander will use the proceeds of
the placing for general corporate purposes. A further announcement will be made
in due course on completion of the placing.

The securities referenced herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not
be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from the
registration requirements of the Securities Act.  This announcement does not
constitute an offer of securities for sale in the United States or in any other
jurisdiction.

Enquiries:

Banco Santander:

Keith Grant   + (34) 91 289 5206

Peter Greiff (Head of International Media)     + (34) 91 289 5207


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