Filed by The Royal Bank of Scotland Group plc

    This communication is filed pursuant to Rule 425 under The Securities Act of
                                                               1933, as amended.

                                           Subject Company: ABN AMRO Holdings NV

                                               Commission File Number: 001-14624

                                                            Date: April 25, 2007



Important Information

This transcript is made available  pursuant to article 9b(1) of the Dutch Decree
on the  Supervision of the  Securities  Trade 1995 (the  "Decree").  It does not
constitute an announcement  pursuant to article  9(b)(2)(b) of the Decree, as no
letter  as  referred  to  in  article  9(d)(2)  has  been  filed.  Any  possible
transaction would be subject to approval of competent regulatory  authorities in
relevant jurisdictions.

In connection with a potential  transaction involving ABN AMRO, the Banks may be
required to file relevant documents with the SEC. Such documents,  however,  are
not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE
POTENTIAL  TRANSACTION  IF AND WHEN THEY  BECOME  AVAILABLE,  BECAUSE  THEY WILL
CONTAIN IMPORTANT  INFORMATION.  Investors will be able to obtain a free copy of
such documents  without charge, at the SEC's website  (http://www.sec.gov)  once
such  documents  are filed with the SEC.  Copies of such  documents  may also be
obtained from each Bank, without charge, once they are filed with the SEC.

This communication  shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction  in which such offer,  solicitation or sale would be unlawful prior
to  registration  or  qualification  under  the  securities  laws  of  any  such
jurisdiction.  No  offering  of  securities  shall be made in the United  States
except pursuant to registration under the US Securities Act of 1933, as amended,
or an exemption therefrom.

Forward-Looking Statements

The information  herein includes  certain  "forward-looking  statements".  These
statements are based on the current  expectations of the Banks and are naturally
subject to uncertainty and changes in circumstances.  Forward-looking statements
include,  without  limitation,  statements  typically  containing  words such as
"intends", "expects", "anticipates", "targets", "estimates" and words of similar
import. By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the
future.  There are a number of  factors  that could  cause  actual  results  and
developments  to differ  materially  from  those  expressed  or  implied by such
forward-looking  statements.  These factors include, but are not limited to, the
presence  of a  competitive  offer for ABN AMRO,  whether the Banks and ABN AMRO
enter into any definitive  agreement with respect to the potential  transaction,
satisfaction of any conditions to the potential  transaction,  including receipt
of required regulatory and anti-trust approvals, the anticipated benefits of the
potential transaction not being realized,  the separation and integration of ABN
AMRO and its assets among the Banks being  materially  delayed or more costly or
difficult  than  expected,  as well as  additional  factors,  such as changes in
economic  conditions,  changes in the regulatory  environment,  fluctuations  in
interest and exchange rates,  the outcome of litigation and government  actions.
Other  unknown or  unpredictable  factors  could cause actual  results to differ
materially  from  those in the  forward-looking  statements.  None of the  Banks
undertake  any   obligation  to  update   publicly  or  revise   forward-looking
statements, whether as a result of new information,  future events or otherwise,
except to the extent legally required.

The following is a transcript  of remarks made at a media  briefing on April 25,
2007 with Sir Fred  Goodwin,  Group  Chief  Executive,  Royal Bank of  Scotland;
Emilio  Botin,  Chairman,  Santander;  and  Jean-Paul  Votron,  Chief  Executive
Officer,  Fortis.  A webcast of the media  briefing  was posted on Royal Bank of
Scotland's website on April 25, 2007.



TRANSCRIPT OF APRIL 25, 2007 MEDIA BRIEFING WITH ROYAL BANK OF SCOTLAND,
SANTANDER, AND FORTIS (THE "BANKS")


Sir Fred Goodwin

Thanks Jean-Paul.  Good afternoon  everyone.  Thanks for taking the time to come
along. We thought it might be odd to be holding a press conference on the basis,
we haven't made a bid, we haven't made an offer at this point.  But obviously as
things have unfolded we have the coincidence of an announcement  being made this
morning  on the same  day as our AGM  when you were all  going to be here and we
were going to be here so it seemed a good  opportunity  to get  together and try
and pick up any questions you have got. Obviously we will be answering questions
in a narrow  framework or narrow context and would  emphasise  again, we haven't
made a bid  today.  This is not an  offer.  But  quite  clearly  sets  out  some
proposals  which are attractive for ABN  shareholders  and of course for our own
shareholders.  I think there is a very compelling underlying logic and rationale
for  what we are  doing  that  works  for the  constituencies  of  shareholders,
customers and staff. I think that it is the general reactions to these proposals
are that that view is fairly widely  shared.  So I don't think there is anything
else we would want to say at this point, but we would be happy to try and answer
questions  as best we can within the  context  of a  situation  which is rapidly
unfolding.


Question 1
Telegraph

I was wondering where the cash comes from in your plans because it is
70 percent cash proposal?

Answer

As I emphasised a moment ago, we are not announcing a bid today, when we come to
announce a bid we will go into all of those  details,  but I think  most  people
would think we are good for it. We have got the cash.

Question 2
Reuters

Are you confident you can unpick the LaSalle agreement with Bank of America?

Answer

Well  that is one of the key  issues we will be  looking  to ABN to give us some
guidance in that matter. They have created the current situation and I think the
deal on the table now offers  considerably  better value for their  shareholders
and we will be interested to see what the possibilities are around that.

Further Question

Do you think there is a danger this could descend into a legal dispute?

Answer

Let's hope not. I mean it seems to me to be the most important  thing here is to
recognise  the value  which is out there for  shareholders  and I think we would
expect  to go about  realisation  of that  value  for ABN  shareholders  and our
shareholders in an orderly and constructive  fashion. That is what we are trying
to do.

Question 3
Bloomberg

I just  wondered why wouldn't you just bid for LaSalle - Is there any chance
of that?  Surely that is the part you are most  interested in.

Answer

We are bidding for the whole of ABN.

Further Question

The Royal Bank, I mean is there no interest?

Answer

RBS' interests extend well beyond La Salle.


Further Question

So there is no chance of you just going for that on its own?

Answer

The consortium is bidding for the whole of ABN and the Royal Bank is an integral
part of that  consortium and we are staying part of that  consortium  because we
want more than just La Salle.

Further Question

So the three of you are approaching this together and there is no chance of
going separately?

Answer

Exactly.

Question 4
Daily Mail

In  terms  of the way  this  might  be  received,  you  have  actually  gained a
reputation for weaning yourself off big deals over the last couple of years, are
you worried that shareholders might see this as a return to the old ways of deal
mongering?

Answer

I don't  think so, it does't  seem to be how people are  reading it at all. I am
sure you have read all the brokers notes so that is for others to judge,  but we
are only  looking  at this  situation  because it is a rather  unusual  state of
affairs that an opportunity  like this comes along.  From an RBS  prospective we
don't need to do this transaction, but given that ABN finds itself in play, then
I think  it would  be  negligent  of us not to look  and  having  looked  we see
opportunities to generate value for our shareholders and generate an offer which
offers  superior value for ABN  shareholders.  So that is why we are progressing
here.

Question 5
Bill

Could I just clarify what this proposal is intended to achieve. It is not a bid,
it is not an offer.  So what is the logistics  behind this? Is it part of a plan
to get the  management  committee  of ABN Amro to allow  you full  access to ABN
AMRO's books?  And is it a lever by which you hope to open up  discussions  with
ABN?

Answer

You have answered your own question  Bill. We are in the interests of clarity we
are  setting out our  proposals  so ABN  shareholder  base more widely can fully
appreciate them. We would wish to enter into discussions with ABN management and
supervisory  boards with a view to  establishing  a  constructive  way  forward,
enabling us to take over ABN and realise  value for their  shareholders  and our
shareholders.  And it is  something  they have been asking to see details of our
proposals, we have set those out today.


Question 6
Michael

[not possible to hear]

Answer

I think we would be rushing our fences at this point. Let's see where we get to.
I think we, you know up until now we simply asked to have access to  information
so we could  evaluate  whether to make a  proposal.  And we were asked to make a
proposal.  We have made a proposal.  Let's see where we go from here. I think it
is  premature  to start  wondering  about  what might  happen in a  hypothetical
situation so I would be anxious not to rush that.

Further Question

[not possible to hear]

Answer

Well let's not rush our fences.


Question 7
Jo

Could you just all outline which bit of the business it is that you want for
the record so we know exactly who is after what please?

Answer

Yes. I think most people [not possible to hear] there is pretty clear  agreement
as to the major pieces.  [not possible to hear] I think most people have got the
major  components  Jo, but as to the precise  allocation of the assets,  we will
come back to that at such times.

Further Question

[not possible to hear]

Answer

We would be looking  for Asia yes.  We will come back to asset  allocation.  The
consortium was broadly equivalent.  We will come back to the precise percentages
if we actually announce a bid or formal offer. One of the great strengths of the
consortium  actually  was the  ease  with  which we were  able to agree  amongst
ourselves  which  bits,  that is the beauty of the  business  that we each have.
There  is very  little  overlap  and who was the best  owner  of which  bits was
something which we were able to agree very quickly and remarkably painlessly.

Further Question

[?]

Answer

ABN I think  wrote to us  yesterday  inviting  us to a meeting and we are in the
process of trying to arrange a meeting with them. We would wish to be in contact
with them urgently.

Question 8
Financial Times

Your  document  says that you would  proceed if ABN AMRO  provides  limited  due
diligence information. How limited or how much information would you require?

Answer

Well  we're  talking  here about a public  company  which is  regulated  in many
different countries, a company which has already had due diligence done on it to
result in Barclays  making an offer. So I don't think we need to conduct a major
due diligence  exercise.  I think due diligence  light would be what we would be
really wanting to do. We each have different little bits of things we would want
to confirm about the different bits of the business that we each want to do, but
it is not to make a major  drama.  We are not  proposing  to conduct an audit or
take a month pouring over the books.

Question 9
Ben

Can you give any  indications  to the  synergies  you hope to generate from this
deal?  Obviously  Barclays are saying 3.5 and the speculation you could generate
another 1 in addition to that what would you say?

Answer

Again,  to go back to my opening remarks and we will come back to all of this if
we make a bid. We are very  comfortable  at this point that the economics of the
offer we have put out today are readily  affordable and the fact with respective
shareholders, but we will come back to synergies at a later stage.

Question 10
BBC

Can I ask with regards La Salle, how disappointing was it, the sale being agreed
with Bank of America first of all? And does it have any, as far as whether,  how
you  proceed  from here,  whether it is on  agreement  or whether it is hostile,
would you have preferred to perhaps have started on better terms?

Answer

I think it was more surprising than  disappointing.  It is not over yet so let's
see where we get. It is our  preference  and remains our  preference  to try and
find an  agreed  constructive  way  through  all of this and we  would  hope and
working with ABN to be able to do that, because this offer represents  excellent
value for  their  shareholders  and for ours and it is by far the best  value on
offer to their  shareholders so you would expect them to work with us to help to
find a way through that.

Question 11
Scotsman

Can I just ask you,  were you on your way to  Holland  to speak to the Bank when
you found out a deal had been done with Barclays and just  following on from the
last question, what was your mood when you found out that news?

Answer

Well to do with the last question,  contrary to received wisdom, I wouldn't have
said i was furious or anything else. I don't know whether you Jean-Paul would be
able to corroborate?

Jean Paul

Yes, what precisely was your question?

Further Question

Were you on your way to Holland or in Holland when news broke that Barclays
had reached an agreement?

Answer

I had the press release on the plane before we left. The world and his wife knew
pretty much on the Sunday  afternoon that it was going to happen.  But I had the
press release on Monday before I left to go to Amsterdam.

Question 12
Scotsman

Sir Fred, if you fail to gain control of La Salle, have you got other targets
in the States that you have your sights on?

Answer

No I  think,  we  don't  need  to do  this  and we  weren't  in the  market  for
acquisitions.  This is a rather unusual  situation where a business of this size
and this diversity of business comes on the market.  It doesn't happen every day
when something like this comes on the market.  That is why we are looking at it.
It would  be nice to own La  Salle.  It  would be nice to own some of the  other
bits.  It would be nice for  Jean-Paul  and  Emilio  to own their  parts.  If it
doesn't happen it doesn't happen.

Question 13
Dow Jones

Could I ask you how you come to the view that the execution risk in this deal
is lower than the one for Barclays?

Answer

Well we wouldn't  require to sell La Salle.  If you notice in the  timetable for
completion,  the La Salle  completion  takes it quite  far into the  future.  We
wouldn't have a disposal of La Salle.

Further Answer

The  resources  of  the  three  organisations   addressing   themselves  to  the
integration  and  management of the business  going forward  instead of one. Our
businesses have overlap with the business of ABN and all of its main markets. So
you have people who are  already  operating  successfully  in market who will be
able to take those business  forward.  So I think the important thing that often
gets forgotten is that you know after the transaction is all over, you own these
businesses  and you need to run them  progressively  and  invest in them to make
them grow,  and we are all very equipped in the  respective  markets in which we
are going to be  operating  to do that.  So that is in the outline  Henry why we
think the execution risk is much lower.

Question 14
Wall Street Journal

You have  touched  on the  financing,  but just to be clear,  your  shareholders
should  be  comfortable  in  understanding  you  have  the  power  to make  this
acquisition  work  financing  wise and why should they be  comfortable  with the
financing that you have outlined very briefly in the press statement?

Answer

I think  our  shareholders  are  kind of  showing  that in the  reaction  to the
transaction to be honest, but should we get to that kind of transaction,  should
we get to a point of setting out a bid or an offer we will set out very  clearly
to our own  shareholders  the  synergies and benefits that we would expect and I
feel  pretty  confident  as indeed I am from the  feedback  and  support we have
already had from the investors,  that they recognise the value and opportunities
which are here to be released.  So we must take nothing for granted, but I would
be pretty  confident  that when we get to the point  that we do that,  that they
will be comfortable as they seem to be fairly comfortable at the present.

Other

Fred I am very conscious that we have got an AGM. Can we have one final
question please?

Question 15

I have  just got a quick  question  for  either  Mr Botin or Mr  Goodwin  on the
Brazilian asset. Would Santander think of bidding for Brazil? Barclays said they
are very strongly,  I think the words were  'certainly  not' they would not sell
the Brazilian assets. Would Santander think of going for the Brazilian assets if
this deal did not come through?

Answer

No I think it is covered by the answer already. The consortium stands together.

Emilio Botin

We are very,  very happy to have  Royal Bank and Fortis in this deal.  This deal
will be very good for  everybody.  For the  shareholders  of our three banks and
also for the shareholders of the ABN bank.

End of Transcript