Bank of Nova Scotia - Re Offer fot National Trustco

RNS No 6139d
BANK OF NOVA SCOTIA
17th July 1997


SCOTIABANK ADDS FEATURE TO ITS NATIONAL TRUSTCO OFFER

TORONTO, July 17 /CNW/ - Scotiabank announced today that it is adding a
feature to its offer to National Trustco Inc. shareholders which was announced
on June 24, 1997.  National Trustco shareholders may choose to tender their
shares based an the original terms of the Bank's offer, or avail themselves of
this new feature.  The overall price per share of the offer is unchanged from
the original announcement.  The offer, including the new feature, remains
available to shareholders until July 31, 1997.

Under the initial offering, the Bank offered to purchase all the issued
and outstanding National Trustco shares on the basis of 0.125 of a common
share of the Bank plus $26.475 cash for each National Trustco share.  Under the
added feature of the offer, the Bank will permit National Trustco shareholders
to elect to receive $21.475 of the cash portion in Bank shares, valued at
$65.95 per common share, (the closing price on the TSE on July 16, 1997).  If
shareholders collectively elect to receive more than 3,000,000 additional Bank
shares, the number of Bank shares to be issued as a result of the new feature
will be reduced on a pro rata basis.

Each of the four major shareholders -- The Empire Life Insurance Company,
The Dominion of Canada General Insurance Company, NVG Holdings Limited and
United Corporations Limited -- which have entered into lock-up agreements with
Scotiabank under which the Bank will acquire approximately 47% of the
outstanding National Trustco shares, has advised Scotiabank that it will not
elect to avail itself of any additional Bank shares.  If all other
shareholders elect to receive the maximum number of Bank shares, each
shareholder will receive additional Bank shares for approximately 50% of the
$21.475 cash.

"We are adding this feature to give National Trustco shareholders an
opportunity to maintain a greater portion of their personal assets as equity
in the form of Scotiabank shares, rather than cash," explained Peter Godsoe,
Chairman and CEO of Scotiabank.  "The feature has been structured to give new
shareholders all the benefits of owning more Scotiabank shares, while at the
same time minimizing dilution to our existing shareholders."

National Trustco Inc. is a public holding company for a group of
financial institutions, including its main operating subsidiary, National
Trust Company.  With corporate assets of C$14.6 billion and assets under
administration of C$7.6 billion, National Trust provides banking and fiduciary
services across Canada through its approximately 3,600 employees.  The majority
of its 175 branches are located in Ontario with a particularly strong presence
in southern Ontario.  The balance of its branches are in British Columbia,
Alberta, Manitoba and Quebec.

Scotiabank is one of North America's premier financial institutions, with
more than C$176 billion in assets and more than 34,500 employees worldwide.  It
is also Canada's most international bank, with 1,468 branches and offices in
48 countries on five continents.  Scotiabank is on the World Wide Web at
http://www.scotiabank.ca.
%SEDAR:00001289E

/For further information: Sandra Stewart, Vice-President, Public Affairs,
[phone]; Shelley Jourard, Manager, Public Affairs, [phone]/
(BNS.  NT.)


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