The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286




Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Document Control


RE:  American Depositary Shares evidenced by
American Depositary Receipts, each
representing three Ordinary Shares of HBOS
PLC
(Form F-6 File No 333-137733)



Ladies and Gentlemen:

Pursuant to Rule 424(b)(3) under the Securities
Act of 1933, as amended, on behalf of The Bank
of New York, as Depositary for securities
against which American Depositary Receipts are
to be issued, we attach a copy of the new
prospectus (Prospectus) reflecting the ratio
change of HBOS PLC, from one American
Depositary Share representing three deposited
shares to one American Depositary Share
represents one deposited share, effective
October 26, 2006.

As required by Rule 424(e), the upper right hand
corner of the Prospectus cover page has a
reference to Rule 424(b)(3) and to the file
number of the registration statement to which
the Prospectus relates.

Pursuant to Section III. B. of the General
Instructions to the Form F-6 Registration
Statement, the Prospectus consists of the ADR
certificate with revised ratio of one American
Depositary Share represents one ordinary share
of HBOS PLC.  The Prospectus has been
revised to reflect the new par value by addition
of the following notation:

Effective October 26, 2006, the ratio will
be one American Depositary share
represents one deposited share.

Please contact me with any questions or
comments at 212 815-4244.