Director Shareholding

Royal Bank of Scotland Group PLC
6 March 2001

                                 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 George Ross Mathewson

        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 George Ross Mathewson

        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 Executive Share Option Scheme Options - 1997 Grant and
        Sale of Shares

        7) Number of shares/amount of stock acquired

        90,473

        8) Percentage of issued class

        -

        9) Number of shares/amount of stock disposed

        90,473

        10) Percentage of issued class

        -

        11) Class of security

        Ordinary Shares of 25p each

        12) Price per share

        £16.58

        13) Date of transaction

        5 March 2001

        14) Date company informed

        5 March 2001

        15) Total holding following this notification

        242,843

        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

        14 August 1997

        18) Period during which or date on which exercisable

        14 August 2000 - 14 August 2007

        19) Total amount paid (if any) for grant of the option

        -

        20) Description of shares or debentures involved: class, number

        Ordinary Shares of 25p each

        21) Exercise price (if fixed at time of grant) or indication that
        price
        is to be fixed at time of exercise

        £5.58

        22) Total number of shares or debentures over which options held
        following this notification

        216,654

        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

        6 March 2001