FORM 6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549


Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February 2005

Commission File Number: 001-10306

The Royal Bank of Scotland Group plc

42 St Andrew Square
Edinburgh EH2 2YE
Scotland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    X     Form 40-F        

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_________

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes           No    X  

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________


The following information was issued as Company announcements, in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K: ________

Enclosure:   1. Director Shareholding made on 8 February 2005  
Enclosure:   2. Dividend Declaration announcement made on 24 February 2005  

Enclosure 1.

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

Sir Fred Goodwin

4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified)

The Royal Bank of Scotland plc Trustee Account BAYE and Profit Sharing

5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s)

Sir Fred Goodwin

6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary

Participation in The Royal Bank of Scotland Group plc Share Incentive Plan

7. Number of shares / amount of stock acquired

7

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

12. Price per share

GBP17.59

13. Date of transaction

7 February 2005

14. Date company informed

8 Februaury 2005

15. Total holding following this notification

64,974

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

8 February 2005

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.

END


Enclosure 2.

THE ROYAL BANK OF SCOTLAND GROUP plc

DIVIDEND ON SERIES D, SERIES E, SERIES F, SERIES G, SERIES H, SERIES I, SERIES
J, SERIES K, SERIES L AND SERIES M NON-CUMULATIVE DOLLAR PREFERENCE SHARES of
US$0.01 FOR THE THREE MONTHS TO 31 March 2005

The Directors have declared the specified dividends on the undernoted Series of
non-cumulative dollar preference shares, all of which are represented by
American Depositary Shares, for the three months to 31 March 2005. The dividends
will be paid on 31 March 2005 at the undernoted rates to holders on the register
at the close of business on 16 March 2005. As at the date of this announcement
all of the undernoted Non-cumulative dollar preference shares are held by The
Bank of New York, N.A. as Depositary who have advised that the record date for
the American Depositary Receipts which evidence the undernoted American
Depositary Shares is 16 March 2005.

Series                                               Dividend payable per share
Series D                                             US$0.51328125
Series E                                             US$0.50625
Series F                                             US$0.478125
Series G                                             US$0.4625
Series H                                             US$0.453125
Series I                                             US$0.50
Series J                                             US$0.53125
Series K                                             US$0.4921875
Series L                                             US$0.359375
Series M                                             US$0.40

24 February 2005

End


THE ROYAL BANK OF SCOTLAND GROUP plc

DIVIDEND ON SERIES 1 AND SERIES 2 NON-CUMULATIVE CONVERTIBLE DOLLAR PREFERENCE
SHARES OF US$0.01 FOR THE PERIOD TO 31 MARCH 2005

The Directors have declared the specified dividends on the undernoted series of
non-cumulative convertible dollar preference shares, all of which are
represented by American Depositary Shares, for the six months to 31 March 2005.
The dividends will be paid on 31 March 2005 at the undernoted rates to holders
on the register at the close of business on 16 March 2005. As at the date of
this announcement all of the undernoted non-cumulative dollar preference shares
are held by The Bank of New York, N.A. as Depositary who have advised that the
record date for the American Depositary Receipts which evidence the undernoted
American Depositary Shares is 16 March 2005.

Series                                               Dividend payable per share
Series 1                                             US$45.59
Series 2                                             US$44.085



24 February 2005

End



THE ROYAL BANK OF SCOTLAND GROUP plc

DIVIDEND ON SERIES 1 NON-CUMULATIVE CONVERTIBLE EURO PREFERENCE SHARES OF €0.01
FOR THE YEAR TO 31 MARCH 2005

The Directors have declared the specified dividends on the undernoted Series of
non-cumulative convertible euro preference shares for the year to 31 March 2005.
The dividends will be paid on 31 March 2005 at the undernoted rates to holders
on the register at the close of business on 16 March 2005.


Series                                              Dividend payable per share
Series 1                                            €67.70




24 February 2005

Signatures



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: 28 February 2005

  THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)


  By: /s/ H Campbell

  Name:
Title:		 H Campbell
Head of Group Secretariat