Blocklisting - Interim Review

SCHEDULE 5

                       BLOCK LISTING SIX MONTHLY RETURN                        

To: Listing Applications

UK Listing Authority

Financial Services Authority

25, The North Colonnade

Canary Wharf

London, E14 5HS

Please ensure the entries on this return are type

1. Name of company ROLLS-ROYCE GROUP PLC                                       

2. Name of scheme ROLLS-ROYCE SHARESAVE SCHEME                                 

3. Period of return: From 13/05/2004 to 25/11/2004                             

4.  Number and class of share(s) (amount  9,713,275 ORDINARY SHARES OF 20p EACH
    of stock/debt security) not issued                                         
    under scheme                                                               

5.  Number of shares issued/allotted      393,060                              
    under scheme during period:                                                

6.  Balance under scheme not yet issued/  9,320,215                            
    allotted at end of period                                                  

7.  Number and class of share(s) (amount  10,613,975 ORDINARY - 23 JUNE 2003   
    of stock/debt securities) originally                                       
    listed and the date of admission;                                          

Please confirm total number of shares in issue at the end of the period in     
order for us to update our records                                             
                                                                               
1,704,719,650                                                                  

Contact for queries: JOHN WARREN        Address: MOOR LANE, DERBY, DE24 8BJ    

Name: JOHN WARREN                       Telephone: [phone]                

Person making return Name: JOHN WARREN

Position: DEPUTY COMPANY SECRETARY Signature:………………………………………………

SCHEDULE 5

                       BLOCK LISTING SIX MONTHLY RETURN                        

To: Listing Applications

UK Listing Authority

Financial Services Authority

25, The North Colonnade

Canary Wharf

London, E14 5HS

Please ensure the entries on this return are type

1. Name of company ROLLS-ROYCE GROUP PLC                                       

2. Name of scheme ROLLS-ROYCE EXECUTIVE SHARE OPTION SCHEME                    

3. Period of return: From 13/05/2004 to 25/11/2004                             

4.  Number and class of share(s) (amount  1,784,074 ORDINARY SHARES OF 20p EACH
    of stock/debt security) not issued                                         
    under scheme                                                               

5.  Number of shares issued/allotted      476,629                              
    under scheme during period:                                                

6.  Balance under scheme not yet issued/  1,307,445                            
    allotted at end of period                                                  

7.  Number and class of share(s) (amount  3,244,925 ORDINARY - 23 JUNE 2003    
    of stock/debt securities) originally                                       
    listed and the date of admission;                                          

Please confirm total number of shares in issue at the end of the period in     
order for us to update our records                                             
                                                                               
1,704,719,650                                                                  

Contact for queries: JOHN WARREN        Address: MOOR LANE, DERBY, DE24 8BJ    

Name: JOHN WARREN                       Telephone: [phone]                

Person making return Name: JOHN WARREN

Position: DEPUTY COMPANY SECRETARY Signature:………………………………………………