8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES

EXCHANGE ACT OF 1934

Santander UK plc	Abbey National Treasury Services plc
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
England	England
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
98-0661684	98-0204729
(I.R.S. employer identification number)	(I.R.S. employer identification number)
2 Triton Square, Regent’s Place, London NW1 3AN England +44 870 607 6000	2 Triton Square, Regent’s Place, London NW1 3AN England +44 870 607 6000
(Address and telephone number of Registrant’s principal executive offices)	(Address and telephone number of Registrant’s principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
4.000% Notes due 2016	New York Stock Exchange
2.875% Notes due 2014	New York Stock Exchange
Floating Rate Notes due 2014	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. S

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. £

Securities Act registration statement file number to which this form relates:  333-172925

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

­­­­­­­­­­­

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The Registrants have filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 the prospectus supplement dated April 20, 2011 (the “Prospectus Supplement”) to a prospectus dated April 5, 2011 (the “Prospectus”) relating to the securities to be registered hereunder (the “Notes”).  The Registrants incorporate by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1.                                Description of Registrant’s Securities to be Registered.

Reference is made to the information set forth on pages 10 through 19 of the Prospectus (under “Description of the Debt Securities and Guarantees”), pages 20 through 26 of the Prospectus (under “Certain Tax Considerations”), pages S-7 through S-10 of the Prospectus Supplement (under “Description of the Notes”) and page S-10 of the Prospectus Supplement (under “Tax Considerations”), all of which information is incorporated by reference in this registration statement.

Item 2.                                Exhibits.

4.1 Indenture dated April 27, 2011 (the “Indenture”) by and among Abbey National Treasury Services plc, Santander UK plc and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form F-3 dated March 18, 2011).

4.2 Forms of Global Notes (incorporated herein by reference to Exhibits 4.1 and 4.2 to the Current Report on Form 6-K dated April 27, 2011).

4.3 Officer’s Certificate pursuant to Section 3.01 of the Indenture setting forth the terms of the Notes.

99.1 Prospectus dated April 5, 2011 and Prospectus Supplement dated April 20, 2011 incorporated by reference to the registrants’ filing under Rule 424(b)(2) dated April 21, 2011 (Registration No. 333-172925).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

Santander UK plc

By: /s/ Sarah Robinson

Name: Sarah Robinson

Title:  Authorized Signatory

Abbey National Treasury Services plc

By: /s/ Sarah Robinson

Name: Sarah Robinson

Title:  Authorized Signatory

Date: June 1, 2011

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EX-4.3

Officer’s Certificate pursuant to Section 3.01 of the Indenture

$1,000,000,000 4.000% Notes due 2016

$500,000,000 2.875% Notes due 2014

$1,000,000,000 Floating Rate Notes due 2014

I,Sarah Robinson, Head of Debt Capital Markets, pursuant to (i) resolutions duly adopted by the Board of Directors of Abbey National Treasury Services plc (the “Issuer”) on March 17, 2011, (ii) resolutions duly adopted by the Board of Directors of Santander UK plc (the “Guarantor”) on March 1, 2011, and (iii) resolutions of an authorized committee of the Board of Directors of the Guarantor on March 17, 2011, whereby I was authorized to take any action necessary or desirable in relation to the issue and sale by the Issuer of up to $5,000,000,000 aggregate principal amount of debt securities, HEREBY APPROVE AND CONFIRM the following such terms:

4.000% Notes Due 2016

Title of Securities:	4.000% Notes Due 2016 (the “2016 Notes”)
Issue Price:	99.960%
Issue Date:	April 27, 2011
Principal Amount of Securities:	$1,000,000,000
Form of Securities:	The 2016 Notes will be issued in registered form and will be represented by Global Securities, which will be executed and delivered in substantially the form attached hereto as Exhibit A.  The 2016 Notes will be registered in the name of a nominee of The Depository Trust Company and deposited with The Bank of New York Mellon, as depositary.
Maturity:	April 27, 2016
Interest Rate:	4.000%
Place of Payment, Paying Agent:	The Bank of New York Mellon 101 Barclay Street York, New York 10286
Notices and Demands to Issuer or Guarantor:	2 Triton Square Regent’s Place London NW1 3AN, England               or Abbey National Treasury Services plc (Connecticut branch) 400 Atlantic Street, 2nd Floor Stamford, CT 06901

Redemption Provisions:	Upon the occurrence of certain tax events in accordance with the redemption provisions set out in the form of the note attached hereto as Exhibit A.
Other Terms of the Securities:	The other terms of the 2016 Notes shall be substantially as set forth in the Indenture dated April 27, 2011, the Prospectus dated April 5, 2011 and the Prospectus Supplement dated April 20, 2011 relating to the 2016 Notes and the form of the note attached hereto as Exhibit A.

2.875% Notes Due 2014

Title of Securities:	2.875% Notes Due 2014 (the “2014 Notes”)
Issue Price:	99.770%
Issue Date:	April 27, 2011
Principal Amount of Securities:	$500,000,000
Form of Securities:	The 2014 Notes will be issued in registered form and will be represented by Global Securities, which will be executed and delivered in substantially the form attached hereto as Exhibit B.  The 2014 Notes will be registered in the name of a nominee of The Depository Trust Company and deposited with The Bank of New York Mellon, as depositary.
Maturity:	April 25, 2014
Interest Rate:	2.875%
Place of Payment, Paying Agent:	The Bank of New York Mellon 101 Barclay Street York, New York 10286
Notices and Demands to Issuer or Guarantor:	2 Triton Square Regent’s Place London NW1 3AN, England               or Abbey National Treasury Services plc (Connecticut branch) 400 Atlantic Street, 2nd Floor Stamford, CT 06901

Redemption Provisions:	Upon the occurrence of certain tax events in accordance with the redemption provisions set out in the form of the note attached hereto as Exhibit B.
Other Terms of the Securities:	The other terms of the 2014 Notes shall be substantially as set forth in the Indenture dated April 27, 2011, the Prospectus dated April 5, 2011 and the Prospectus Supplement dated April 20, 2011 relating to the 2014 Notes and the form of the note attached hereto as Exhibit B.

Floating Rate Notes Due 2014

Title of Securities:	Floating Rate Notes Due 2014 (the “Floating Rate Notes”)
Issue Price:	$1,000,000,000
Issue Date:	April 27, 2011
Principal Amount of Securities:	$1,000,000,000
Form of Securities:	The Floating Rate Notes will be issued in registered form and will be represented by Global Securities, which will be executed and delivered in substantially the form attached hereto as Exhibit C.  The Floating Rate Notes will be registered in the name of a nominee of The Depository Trust Company and deposited with The Bank of New York Mellon, as depositary.
Maturity:	April 25, 2014
Interest Rate:	U.S. dollar three-month LIBOR rate plus 1.58% per year
Place of Payment, Paying Agent:	The Bank of New York Mellon 101 Barclay Street York, New York 10286
Notices and Demands to Issuer or Guarantor:	2 Triton Square Regent’s Place London NW1 3AN, England               or Abbey National Treasury Services plc (Connecticut branch) 400 Atlantic Street, 2nd Floor Stamford, CT 06901

Redemption Provisions:	Upon the occurrence of certain tax events in accordance with the redemption provisions set out in the form of the note attached hereto as Exhibit C.
Other Terms of the Securities:	The other terms of the Floating Rate Notes shall be substantially as set forth in the Indenture dated April 27, 2011, the Prospectus dated April 5, 2011 and the Prospectus Supplement dated April 20, 2011 relating to the Floating Rate Notes and the form of the note attached hereto as Exhibit C.

Dated: April 27, 2011

    /s/ Sarah Robinson_______________________

Name: Sarah Robinson

Title: Head of Debt Capital Markets