As filed with the Securities and Exchange Commission on October 14, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM F-6

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

of

THE GOVERNOR AND COMPANY OF THE

BANK OF IRELAND
(Exact name of issuer of deposited securities as specified in its charter)
N/A

(Translation of issuer's name into English)
IRELAND
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

The Bank of New York Mellon
ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010

It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum  aggregate offering price (1)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing Ordinary Stock, of The Governor and Company of the Bank of Ireland.	20,000,000 American Depositary Shares	$5.00	$1,000,000	$114.60

¹

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption	Location in Form of Receipt Filed Herewith as Prospectus
1.  Name and address of depositary	Introductory Article
2.  Title of American Depositary Receipts and identity of deposited securities	Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of American Depositary Receipts	Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities	Articles number 15, 16, 18 and 22
(iii)   The collection and distribution of dividends	Articles number 3, 4, 6, 7, 9, 12, 13, 14, 15 and 18
(iv)  The transmission of notices, reports and proxy soliciting material	Articles number 9, 11, 13, 15, 16, 17, 18 and 22
(v)   The sale or exercise of rights	Articles number 6, 7, 12, 13, 14, 15, 18 and 21
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 7, 12, 13, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement	Articles number 20 and 21
(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article number 11
(ix)  Restrictions upon the right to deposit or withdraw the underlying securities	Articles number 2, 3, 4, 6, 8, 22 and 23
(x)   Limitation upon the liability of the depositary	Articles number 14, 18, 19 and 21

3.  Fees and Charges Articles number 2, 7, 8, 12 and 21

Item - 2.

Available Information

Public reports furnished by issuer Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of November 28, 1995, as amended and restated as of September 6, 1996, as further amended and restated as of July 19, 1999, among The Governor and Company of the Bank of Ireland, The Bank of New York Mellon (formerly known as The Bank of New York) as Depositary, and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Letter agreement among The Governor and Company of the Bank of Ireland and The Bank of New York Mellon dated as of November 28, 1995 relating to pre-release activities. - Filed herewith as Exhibit 2.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.  

e.

Certification under Rule 466. - Filed herewith as Exhibit 5.

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 14, 2011.

Legal entity created by the agreement for the issuance of American Depositary Receipts  for Ordinary Stock, of The Governor and Company of the Bank of Ireland.

By:        The Bank of New York Mellon,
                As Depositary

By   /s/ Joanne Di Giovanni Hawke

Name:  Joanne Di Giovanni Hawke

Title:    Managing Director

Pursuant to the requirements of the Securities Act of 1933, The Governor and Company of the Bank of Ireland has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Dublin, Ireland on 14^th October, 2011

THE GOVERNOR AND COMPANY

OF THE BANK OF IRELAND

By:  /s/ Helen Nolan

Name:  Helen Nolan
Title:    Group Secretary

Each person whose signature appears below hereby constitutes and appoints Richie Boucher and Helen Nolan, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on 14^th October, 2011.

/s/ Pat Molloy	/s/ Patrick O’Sullivan
Pat Molloy	Patrick O’Sullivan
Governor	Director & Deputy Governor
/s/ Richie Boucher	/s/ Tom Considine
Richie Boucher	Tom Considine
Principal Executive Officer	Director
/s/ Rose Hynes	/s/ Jerome Kennedy
Rose Hynes	Jerome Kennedy
Director	Director
/s/ Patrick Kennedy	/s/ John O’Donovan
Patrick Kennedy	John O’Donovan
Director	Principal Financial and Accounting Officer
/s/ Joe Walsh	/s/ Mark McGoldrick
Joe Walsh	Mark McGoldrick
Director	Authorized U.S. Representative

INDEX TO EXHIBITS

Exhibit Number	Exhibit
1	Form of Deposit Agreement dated as of November 28, 1995, as amended and restated as of September 6, 1996, as further amended and restated as of July 19, 1999, among The Governor and Company of the Bank of Ireland, The Bank of New York Mellon (formerly known as The Bank of New York) as Depositary, and holders from time to time of American Depositary Receipts issued thereunder.
2	Letter agreement among The Governor and Company of the Bank of Ireland and The Bank of New York Mellon dated as of November 28, 1995 relating to pre-release activities.
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.
5	Certification under Rule 466.