Holding(s) in Company

SCHEDULE 10

                   NOTIFICATION OF MAJOR INTERESTS IN SHARES                   

All relevant boxes should be completed in block capital letters.

1. Name of company                   2. Name of shareholder having a major     
                                        interest                               
                                                                               
   ROLLS-ROYCE GROUP PLC                BARCLAYS PLC                           

3. Please state whether notification 4. Name of the registered holder(s) and,  
   indicates that it is in respect      if more than one holder, the number of 
   of holding of the shareholder        shares held by each of them            
   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                                                               
                                                                               
   IN 2 ABOVE                           SEE ATTACHED SCHEDULE                  

5. Number of      6. Percentage of  7. Number of shares 8. Percentage of      
   shares/amount     issued class      /amount of stock    issued class       
   of stock                            disposed                               
   acquired                                                                   
                                                                              

9. Class of security                10. Date of          11. Date company      
                                        transaction          informed          
                                                                               
   ORDINARY 20P SHARES                                       26/05/2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    128,223,787                          7.25%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    This notification reflects a         PETER BARNES-WALLIS 0207 227 9141     
    change in the disclosure                                                   
    practice of Barclays                                                       
                                                                               
    PLC which, in accordance with                                              
    Company Act requirements, has                                              
    chosen to                                                                  
                                                                               
    notify companies of its gross                                              
    interest in their share capital.                                           
    The holding has increased from                                             
    6.98% to 7.25%.                                                            

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 31 May 2006                                               

Registered Holder                       Holding                                
                                                                               
Bank of Ireland                         10,000                                 
                                                                               
Bank of New York                        113,010                                
                                                                               
Barclays Capital Nominees Limited       18,412,185                             
                                                                               
Barclays Capital Securities Limited     65,950,379                             
                                                                               
Barclays Global Investors Canada        100,563                                
                                                                               
Barclays Trust Co & Others              3,888                                  
                                                                               
Barclays Trust Co as Exec/ADM           74                                     
                                                                               
Barclays Trust Co R69                   3,674                                  
                                                                               
BNP Paribas                             42,847                                 
                                                                               
Chase Nominees Limited                  2,560,877                              
                                                                               
CIBC Mellon Global Securities           33,400                                 
                                                                               
Investors Ban and Trust Co (Ca)         60,000                                 
                                                                               
Investors Bank and Trust Co             18,526,984                             
                                                                               
JP Morgan (BGI Custody)                 17,545,346                             
                                                                               
JP Morgan Chase Bank                    2,892,130                              
                                                                               
Master Trust Bank                       3,474                                  
                                                                               
Mellon                                  357,282                                
                                                                               
Mellon Trust - US Custodian             197,987                                
                                                                               
Mellon Trust of New England             80,178                                 
                                                                               
Mitsubishi Trust International          3,345                                  
                                                                               
Mitsul Asset                            25,440                                 
                                                                               
Northern Trust Bank - BGI SEPA          234,764                                
                                                                               
Reflex Nominees Limited                 3,142                                  
                                                                               
State Street Bank & Trust               90,993                                 
                                                                               
State Street Boston                     824,006                                
                                                                               
State Street Trust of Canada            75,829                                 
                                                                               
Sumitomo TB                             1,464                                  
                                                                               
The Northern Trust Company              54,319                                 
                                                                               
Trust & Custody Services Bank           16,207                                 
                                                                               
Total                                   128,223,787