SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2012

3. Issuer Name and Ticker or Trading Symbol
GOVERNOR & CO OF THE BANK OF IRELAND [ IRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Stock, Nominal Value ?0.05 each	2,933,635,858	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. WLR Recovery Fund IV, L.P. ("Fund IV") owns 2,216,539,274 units of Ordinary Stock of the issuer, WLR Recovery Fund V, L.P. ("Fund V") owns 511,721,094 units of Ordinary Stock of the issuer, WLR/GS Master Co-Investment L.P. (the "Co-Invest Fund") owns 197,167,620 units of Ordinary Stock of the issuer, WLR IV Parallel ESC, L.P. ("Parallel Fund IV") owns 8,207,357 units of Ordinary Stock of the issuer and WLR V Parallel ESC, L.P. ("Parallel Fund V") owns 513 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.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ Wilbur L. Ross, Jr.	06/28/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.