UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 6-K
 
Report of Foreign Private Issuer

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

August 25, 2010


The Royal Bank of Scotland Group plc

Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
Scotland
United Kingdom

(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-            

This report on Form 6-K shall be deemed incorporated by reference into the company's Registration Statement on Form F-3 (File Nos. 333-162219 and 333-162219-01) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.


 
 
 
 


In connection with the registrant’s filing of a prospectus supplement relating to RBS NotesSM, the registrant is filing the following documents solely for incorporation into its Registration Statement on Form F-3 (File Nos. 333-162219 and 333-162219-01):

1.1 The U.S. Distribution Agreement with respect to RBS NotesSM

4.1 The First Supplemental Indenture (including the Form of Notes) dated as of August 25, 2010 among The Royal Bank of Scotland plc, as Issuer, The Royal Bank of Scotland Group plc, as Guarantor, The Bank of New York Mellon, acting through its London Branch, as Original Trustee, Wilmington Trust Company, as Trustee for Medium Term Notes and RBS NotesSM, and Citibank, N.A., as Securities Administrator for Medium Term Notes and RBS NotesSM.

4.2 The Administration Agreement dated as of August 25, 2010 among The Royal Bank of Scotland plc, as Issuer, The Royal Bank of Scotland Group plc, as Guarantor, Citibank, N.A., as Securities Administrator, and Wilmington Trust Company, as Trustee.

5.1 Opinion of Dundas & Wilson CS LLP


 
 
 


SIGNATURE

 
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.
 

     
THE ROYAL BANK OF SCOTLAND GROUP plc
(Registrant)
         
             
Date:
August 25, 2010
   By:  /s/ Jan Cargill  
        Name:
Jan Cargill
  
        Title:
Deputy Group Secretary