Sec Form 4 Filing - ROSS WILBUR L JR @ GOVERNOR & CO OF THE BANK OF IRELAND - 2014-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROSS WILBUR L JR 2. Issuer Name and Ticker or Trading Symbol GOVERNOR & CO OF THE BANK OF IRELAND [ IRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 319 CLEMATIS STREET, ROOM 1000 (10TH FLOOR) 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2014 (Street) WEST PALM BEACH, FL33401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Stock, Nominal Value 0.05 Euro each 03/07/2014 S( 1 ) 1,139,817,629 D $ 0.329 ( 2 ) 1,793,818,229 ( 3 ) ( 4 ) ( 5 ) ( 6 ) I See Footnotes Ordinary Stock, Nominal Value 0.05 Euro each 1,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSS WILBUR L JR 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL33401 X Signatures /s/ Wilbur L. Ross, Jr. 03/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the sale of units of Ordinary Stock of the issuer consisting of 861,201,139 units sold by WLR Recovery Fund IV, L.P. ("Fund IV"), 198,821,105 units sold by WLR Recovery Fund V, L.P. ("Fund V"), 76,606,348 units sold by WLR/GS Master Co-Investment L.P. (the "Co-Invest Fund"), 3,188,838 units sold by WLR IV Parallel ESC, L.P. ("Parallel Fund IV") and 199 units sold by WLR V Parallel ESC, L.P. ("Parallel Fund V") on March 7, 2014. ( 2 )Notwithstanding the "$", the sale price listed above is in Euros. ( 3 )Fund IV owns 1,355,338,135 units of Ordinary Stock of the issuer, Fund V owns 312,899,989 units of Ordinary Stock of the issuer, the Co-Invest Fund owns 120,561,272 units of Ordinary Stock of the issuer, Parallel Fund IV owns 5,018,519 units of Ordinary Stock of the issuer and Parallel Fund V owns 314 units of Ordinary Stock of the issuer. The reporting person is the president and chief executive officer of WL Ross & Co. LLC, the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC, WLR Recovery Associates V LLC and WLR Master Co-Investment GP, LLC. ( 4 )WLR Recovery Associates IV LLC is the general partner of Fund IV, WLR Recovery Associates V LLC is the general partner of Fund V and WLR Master Co-Investment GP, LLC is the general partner of the Co-Invest Fund. WL Ross & Co. LLC serves as the investment manager to Fund IV, Fund V and the Co-Invest Fund. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of Parallel Fund IV. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of Parallel Fund IV to, among other things, exercise all rights, powers and privileges with respect to the Ordinary Stock owned by Parallel Fund IV and to take whatever action, including voting such Ordinary Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. ( 5 )Invesco Private Capital, Inc. is also the managing member of INVESCO WLR V Associates LLC, which in turn is the general partner of Parallel Fund V. INVESCO WLR V Associates LLC and WLR Recovery Associates V LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates V LLC has been appointed as representative and attorney of Parallel Fund V to, among other things, exercise all rights, powers and privileges with respect to the Ordinary Stock owned by Parallel Fund V and to take whatever action, including voting such Ordinary Stock, as WLR Recovery Associates V LLC in its discretion deems fit. ( 6 )The reporting person expressly disclaims beneficial ownership over these units of Ordinary Stock, except to the extent of his pecuniary interest therein, and the inclusion of these units of Ordinary Stock in this report shall not be deemed to be an admission of beneficial ownership of the reported units for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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