Holding(s) in Company

SCHEDULE 10                                  
                                                                               
                   NOTIFICATION OF MAJOR INTERESTS IN SHARES                   

1. Name of company

ROLLS-ROYCE GROUP PLC
                     

2. Name of shareholder having a major interest

BRANDES INVESTMENT PARTNERS, LLC
                                

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18

NON-BENEFICIAL
              

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them

BRANDES INVESTMENT PARTNERS, LLC
                                

5. Number of shares / amount of stock acquired

N/A
   

6. Percentage of issued class

N/A

7. Number of shares / amount of stock disposed

N/A
   

8. Percentage of issued class

N/A
   

9. Class of security

ORDINARY SHARES OF 20p & AMERICAN DEPOSITORY RECEIPTS (ADR'S) representing five
ordinary shares for every one ADR.                                             
                                                                               

10. Date of transaction

3 March 2004
            


11. Date company informed

5 March 2004
            

12. Total holding following this notification

11,306,125 ORDINARY SHARES & 10,631,810 ADR'S
                                             

13. Total percentage holding of issued class following this notification

3.9%
    

14. Any additional information

NOTIFICATION RECEIVED UNDER s198 COMPANIES ACT 1985 - REDUCTION IN HOLDING
                                                                          

15. Name of contact and telephone number for queries

JOHN WARREN - 01332 245878
                          

16. Name and signature of authorised company official responsible for making
this notification

JOHN WARREN - DEPUTY COMPANY SECRETARY
                                      

Date of notification

5 March 2004
            

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