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 July 2125, 2011

Commission File Number: 001-14624

RBS HOLDINGS N.V.

Gustav Mahlerlaan 350

1082 ME Amsterdam

PO Box 12925

1100 AX Amsterdam

The Netherlands

____________________

(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 __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 __X__

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

EXHIBIT INDEX

Details of Part VII Scheme – Securities issued by, and guarantees ~~of securities~~ granted by, RBS N.V.~~: Expected Part VII Scheme~~

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.

		RBS Holdings N.V.
Date:	For July 2125, 2011	By:	/s/ ~~Jan~~Paul ~~de Ruiter~~Bull
			Name:	~~Jan~~Paul ~~de Ruiter~~Bull
			Title:	~~Chairman~~Head of ~~the~~RBS ~~Managing~~N.V. ~~Board~~Financial & Regulatory Reporting

2122 July 2011

Details of Part VII Scheme – Securities issued by, and guarantees ~~of securities~~ granted by, RBS N.V.~~: Expected Part VII Scheme~~

~~On 19 April 2011, the Boards of~~ The Royal Bank of Scotland ~~Group~~ plc (~~RBSG), The Royal Bank of Scotland plc (~~RBS plc), ~~RBS Holdings N.V.~~ and The Royal Bank of Scotland N.V. (RBS N.V.) ~~announced~~(formerly ~~that~~known ~~they~~as ~~had~~ABN ~~approved~~AMRO ~~the~~Bank ~~proposed~~N.V.) ~~transfers~~announce ofthat athey ~~substantial~~presented ~~part~~a ofpetition (the ~~business~~“Petition”) ~~activities~~to ofthe ~~RBS~~Court ~~N.V.~~of toSession ~~RBS~~in ~~plc~~Scotland (the “~~Proposed Transfers~~Court”), ~~subject,~~on ~~amongst~~21 ~~other~~July ~~matters,~~2011 tofor ~~regulatory~~an ~~and~~order ~~other~~under ~~approvals,~~Part ~~further~~VII ~~tax~~of the UK Financial Services and ~~other~~Markets ~~analysis~~Act 2000 to sanction a banking business transfer scheme in respect of ~~the~~eligible ~~assets~~business ~~and~~carried ~~liabilities~~on toin bethe ~~transferred~~UK ~~and~~by ~~employee~~RBS ~~consultation~~N.V. ~~procedures:~~(the ~~http://www~~“Part VII Scheme”).~~investors.rbs.com/RBS_NV.~~

ItThe ~~was~~Part ~~also~~VII ~~announced~~Scheme, ~~that~~if itimplemented, ~~was~~will ~~expected~~be ~~that~~ the ~~Proposed~~first ~~Transfers~~step ~~would~~in bethe ~~implemented~~process onof athe ~~phased~~proposed ~~basis~~transfers ~~over~~of a ~~period~~substantial ~~ending 31 December 2013 and that a large~~ part of the ~~Proposed~~business ~~Transfers~~activities ~~including the transfers~~ of ~~certain securities issued by~~ RBS N.V. ~~(formerly known as ABN AMRO Bank N.V.) was expected~~ to ~~have~~RBS ~~taken~~plc ~~place by~~ (the ~~end of 2012. Where available and practicable, statutory transfer schemes will be used to implement the~~ “Proposed Transfers.”) Itannounced ~~is expected that these will include a banking business transfer scheme in respect of eligible business carried~~ on in19 ~~the~~April ~~UK by RBS N~~2011: http://www.Vinvestors. ~~pursuant to Part VII of the UK Financial Services and Markets Act 2000, which is subject, amongst other matters, to court and regulatory approvals (the “Part VII Scheme”)~~rbs.com/RBS_NV.

~~RBS~~Implementation ~~plc~~of ~~and~~the ~~RBS~~Part ~~N.V.~~VII ~~announce~~Scheme ~~that~~is ~~they have~~subject, ~~subject~~amongst toother ~~the Disclaimer set out below~~matters, ~~today~~to ~~published~~Court ~~details~~and ofregulatory ~~those~~approvals. ~~securities~~A ~~issued~~preliminary byhearing ~~RBS~~was ~~N.V.~~held ~~which~~at ~~are eligible for~~ the ~~Part~~Court ~~VII~~on ~~Scheme,~~22 ~~indicating~~July ~~whether~~2011 orand ~~not~~a ~~RBS~~hearing ~~plc~~for ~~is expected to become~~ the ~~issuer~~sanction ~~pursuant~~of to the Part VII Scheme ~~(subject~~is expected to ~~the~~be ~~relevant~~held ~~securities~~on ~~not~~23 ~~having~~September ~~been~~2011. ~~exercised,~~Subject ~~redeemed~~to orregulatory ~~repurchased~~approval and ~~cancelled~~provided ~~prior~~the toCourt ~~the~~makes ~~implementation~~an oforder sanctioning the Part VII Scheme)., ~~For~~it ~~the securities in respect of which RBS plc~~ is ~~not~~ expected tothat ~~become~~ the ~~issuer pursuant to the~~ Part VII Scheme, ~~the expectation is that RBS N.V.~~ will ~~remain their issuer and RBS plc will not~~ become ~~their~~effective ~~issuer~~on ~~pursuant~~17 toOctober ~~the~~2011 ~~Proposed~~or ~~Transfers generally. Details can be viewed at http://www.investors.rbs.com/RBS_NV. Subject to the Disclaimer set out below,~~ such ~~information~~other ~~on the website is up-to-~~date as atRBS ~~the~~plc ~~date there indicated~~ and ~~investors~~RBS ~~should~~N.V. ~~refer~~may toagree ~~the~~in ~~website from time to time for updated information~~writing.

~~From~~On or21 ~~around~~July ~~the~~2011, ~~date~~RBS ofplc ~~this~~and ~~announcement,~~ RBS N.V. ~~will~~announced, ~~include~~subject ~~provisions~~to in the ~~issue~~disclaimer orset ~~offer~~out ~~documents~~in ~~(including~~that ~~term~~announcement, ~~sheets)~~the ~~for~~publication ~~any~~of ~~new~~details ~~issues~~ of those securities issued by RBS N.V. which are eligible for the Part VII Scheme, toindicating ~~indicate~~ whether or not RBS plc is expected to become the issuer ofpursuant ~~those~~to ~~securities as a result of~~ the Part VII Scheme (subject to the relevant securities not having been exercised, redeemed or repurchased and cancelled prior to the implementation of the Part VII Scheme): http://www.investors.rbs.com/RBS_NV. IfFor the ~~issue or offer documents (including term sheets) for such~~ securities doin ~~not~~respect ~~indicate~~of ~~that~~which RBS plc is not expected to become the issuer ofpursuant ~~those~~to ~~securities as a result of~~ the Part VII Scheme, the expectation is that RBS N.V. will remain ~~the~~their issuer ~~of such securities~~ and ~~that~~ RBS plc will not become ~~the~~their issuer ~~of such securities~~ pursuant to the Proposed Transfers generally.

The Part VII Scheme, if implemented, will be the first step in the process of the Proposed Transfers. RBS N.V. will announce details of the further steps in this process, including details of any other securities issued by RBS N.V. which are not eligible for the Part VII Scheme but in respect of which RBS plc may become the issuer, nearer to their implementation.

In respect of guarantees granted by RBS N.V. in relation to securities issued by third parties (the “Guaranteed Securities”) where the guarantees are eligible for the Part VII Scheme, RBS plc is not expected to become the guarantor of such Guaranteed Securities pursuant to the Part VII Scheme.

~~There~~Any isperson nowho ~~requirement~~considers ~~for~~that ~~investors~~they inwould be adversely affected by the carrying out of the Part VII Scheme may lodge written Answers (formal written objections) with the Court at Parliament House, Parliament Square, Edinburgh EH1 1RQ, United Kingdom, within 42 days of the publication of the last of the notices being published by RBS plc and RBS N.V. ~~securities~~in orrelation ~~Guaranteed~~to ~~Securities~~the Part VII Scheme, which is expected to ~~take~~be ~~any~~on ~~action~~or ~~now.~~around ~~Any~~29 ~~action~~July ~~required~~2011. inIn ~~connection~~accordance with its present practice, the ~~Proposed~~Court ~~Transfers~~is ~~will~~also belikely ~~communicated~~to consider any other objections to the Part VII Scheme which are made to it in awriting ~~timely~~or ~~way~~in ~~with~~person aat ~~view~~the hearing to ~~ensuring~~sanction athe ~~smooth~~Part ~~transition~~VII Scheme.

The Scheme Document

It is expected that, as part of the Part VII Scheme, amendments will be made to the terms of securities in respect of which RBS plc is expected to become the issuer as a result of the Part VII Scheme and to agreements RBS N.V. has entered into related to such securities in order to give effect to the Part VII Scheme and, amongst other matters, to mitigate certain potential adverse effects on holders of securities of RBS N.V..

Unless the context requires otherwise, capitalised terms used below are defined in the terms of the Part VII Scheme (the “Scheme Document”), a copy of which is available free of charge at http://www.investors.rbs.com/RBS_NV or on request by e-mailing: GBMRBSNVqueries@rbs.com or writing to: Novations Team, The Royal Bank of Scotland, Global Banking & Markets, European Operations Centre, Brampton Road, Newcastle-under-Lyme, Staffordshire, ST5 0QX, United Kingdom. Copies of the Petition and a summary of some of the principal terms of the Part VII Scheme are also available by the same means.

Where it is expected that RBS plc will become the issuer, the following principal amendments to the Capital Markets Securities issued by RBS N.V. are proposed to be made pursuant to the Part VII Scheme:

- References to RBS N.V. or ABN AMRO Bank N.V.: Where the terms and conditions of a Capital Markets Security (or a related agreement) refer to RBS N.V. or to ABN AMRO Bank N.V., those references shall be construed as a reference to RBS plc (see paragraph 5.3.1 of the Scheme Document);

- Dividend Amounts: Where the terms and conditions of a Capital Markets Security provide for: (i) RBS N.V. as issuer to pay a “Dividend Amount” to holders of such Capital Markets Security; or (ii) the amount payable on maturity to be adjusted by a “Notional Dividend Amount”, and the amount of any such Dividend Amount or Notional Dividend Amount currently falls to be calculated net of withholding tax at the rate provided for in the relevant Netherlands double tax treaty (whether because the terms and conditions of the Capital Markets Security specifically refer to the Netherlands tax treaty or to the tax actually suffered or to the rate provided for under “any relevant tax treaty”), the terms and conditions will be amended so that any such Dividend Amount or Notional Dividend Amount will, going forward, be calculated net of withholding tax at the rate provided for under whichever of the relevant UK tax treaty or the relevant Netherlands tax treaty provides for the lower rate of withholding tax (see paragraph 16.1 of the Scheme Document);

- Withholding tax: Where the terms and conditions of a Capital Markets Security (i) set out RBS N.V.’s obligations in the event of payments by it being subject to withholding for taxes of “The Netherlands”; and/or (ii) provide for RBS N.V. to have a right to redeem a Capital Markets Security if it has or will become obliged to pay additional amounts of taxes of “The Netherlands” in certain circumstances (or, in any such case, make substantially similar provision), references to “The Netherlands” in such provisions will be amended to refer to “the United Kingdom” (see paragraph 16.2 of the Scheme Document);

- Events of default: Any references in events of default to insolvency-related events that are specific to Dutch companies will be amended to refer to the closest equivalent concepts in the UK (see paragraph 16.3 of the Scheme Document); and

- Substitution provisions: Where the terms and conditions of a Capital Markets Security refer to the ability of the issuer to substitute a third party for itself subject to the provision of a guarantee by ABN AMRO Holding N.V. or RBS Holdings N.V., as the case may be (or make substantially similar provision), such references to the provision of a guarantee by ABN AMRO Holding N.V. or RBS Holdings N.V., as the case may be, shall instead be deemed to refer to the provision of a guarantee by RBS plc (see paragraph 16.4 of the Scheme Document).

It is also expected that agreements entered into by RBS N.V. relating to Capital Markets Securities issued by RBS N.V. (such as agency agreements, distribution agreements, index licence agreements and dealer agreements) which are governed by UK law, or any non-UK law which recognises the effect of the Part VII Scheme, will transfer to RBS plc under the Part VII Scheme when the securities to which they relate transfer to RBS plc (whether such securities transfer under the Part VII Scheme or otherwise). Where such agreements relate solely to securities not transferring under the Part VII Scheme, it is expected that they will transfer if and when the related securities transfer to RBS plc. Where such agreements relate solely to securities transferring under the Part VII Scheme or both to securities which have transferred to RBS plc and to securities which remain in RBS N.V., such agreements will transfer to RBS plc on the Effective Date of the Part VII Scheme. RBS plc will have rights and obligations under them to the extent that they relate to securities which have transferred to it and RBS N.V. will retain rights and obligations under them to the extent that they relate to securities which it retains. Where an agreement transfers to RBS plc and further Capital Markets Securities might be issued by RBS N.V. to which such agreement might relate, RBS N.V. will be added as a party to the relevant agreement for the purposes of any such future issues of securities by RBS N.V. See paragraphs 5.5 to 5.8 of the Scheme Document.

Certain Capital Markets Securities contain provisions that give RBS N.V. as issuer the right, under certain circumstances, to accelerate or alter its rights or obligations under such Capital Markets Securities and the exercise by RBS N.V. of such a right could result in the termination of the relevant Capital Markets Securities. Such circumstances include, but are not limited to: RBS N.V. being unable to maintain transactions necessary to hedge its obligations under such Capital Markets Securities, and RBS N.V. being unable to perform any obligation imposed on it by reason of its investment in the assets necessary to hedge its obligations under such Capital Markets Securities. Where it is expected that RBS plc will become the issuer pursuant to the Part VII Scheme, certain restrictions are proposed to be placed on RBS plc in relation to such circumstances to seek to ensure that RBS plc will not exercise, to the detriment of the beneficial owners of such Capital Markets Securities, any such rights that might otherwise have been available to it (to the extent that such rights arise solely as a result of the Part VII Scheme and certain other conditions are satisfied). See paragraph 15 of the Scheme Document.

For Further Information Contact:

RBS Group Investor Relations

Emete Hassan, Head of Debt Investor Relations

+44 207 672 1758

RBS Group Media Relations

Michael Strachan, Group Media Centre

+44 131 523 4414

Disclaimer

No person should place any reliance on the information referred to in this announcement concerning securities or guarantees in respect of which RBS plc is or is not expected to become the issuer or the guarantor or any other details of the Part VII Scheme in connection with making an investment decision or for any other purpose and should be aware that changes to the current proposals (including, without limitation, to the identity of the securities in respect of which RBS plc may become the issuer, the eventual manner in which RBS plc may become the issuer of such securities, the timing pursuant to which RBS plc may become the issuer of such securities or any other details of the Part VII Scheme as set out above or to the plans for the guarantees of the Guaranteed Securities) may be made if required, or if determined by RBS N.V. or RBS plc (in their absolute discretion) to be desirable for commercial or other reasons. Accordingly, nothing in this announcement should be taken as (or is) a representation as to the details of the Part VII Scheme or that RBS plc will or will not become the issuer or guarantor of any of the RBS N.V. securities or guarantees, whether in the manner described in this announcement, in accordance with the timing set out in this announcement, or at all. Investors should refer to http://www.investors.rbs.com/RBS_NV for information as to which securities RBS plc is or is not expected to become the issuer of as a result of the Part VII Scheme (such information being up-to-date as at the date there indicated). For the avoidance of doubt, this announcement has been prepared and circulated solely for information purposes and does not constitute an offer to any person. If you are in any doubt as to whether there is any tax or other impact on you as a result of the Proposed Transfers (including the Part VII Scheme), please discuss such matters with your advisers.

Cautionary Statement

Certain statements found in this document may constitute “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” reflect management’s current views with respect to certain future events and financial performance and include any statement that does not directly relate to any historical or current fact. Words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,” “intend,” “plan,” “project” and similar expressions which indicate future events and trends may identify “forward-looking statements”. In particular, this document includes forward-looking statements relating, but not limited, to the Proposed Transfers (including the Part VII Scheme). Such statements are based on current plans, estimates and projections and are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those projected or implied in the “forward-looking statements”. Certain “forward-looking statements” are based upon current assumptions of future events which may not prove to be accurate. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to: the ability to complete restructurings on a timely basis; regulatory or legal changes (including those requiring any restructuring of the operations of RBSG, RBS plc, RBS Holdings N.V. or RBS N.V.) in the United Kingdom, the Netherlands, the United States and other countries in which these entities operate; changes in UK and foreign laws, regulations, accounting standards and taxes, including changes in regulatory capital regulations and liquidity requirements; and the success of RBSG, RBS plc, RBS Holdings N.V. or RBS N.V. in managing the risks involved in the foregoing.

those projected or implied in the “forward-looking statements”. Certain “forward-looking statements” are based upon current assumptions of future events which may not prove to be accurate. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to: the ability to complete restructurings on a timely basis; regulatory or legal changes (including those requiring any restructuring of the operations of The Royal Bank of Scotland Group plc (RBSG), RBS plc, RBS Holdings N.V. or RBS N.V.) in the United Kingdom, the Netherlands, the United States and other countries in which these entities operate; changes in UK and foreign laws, regulations, accounting standards and taxes, including changes in regulatory capital regulations and liquidity requirements; and the success of RBSG, RBS plc, RBS Holdings N.V. or RBS N.V. in managing the risks involved in the foregoing.

Undue reliance should not be placed on “forward-looking statements” as such statements speak only as of the date of this document. Neither RBSG, RBS plc, RBS Holdings N.V. nor RBS N.V. undertake to update any forward-looking statement contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The information, statements and opinions contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

Filing Compare · Royal Bank of Scotland N.V.