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                FMR CORP.                              

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                                                               
                                                                               
   NON-BENEFICIAL INTEREST              BANK OF NEW YORK 773,301               
                                                                               
                                        BANK OF NEW YORK BRUSSELS 3,259,897    
                                                                               
                                        BANK OF NEW YORK EUROPE LDN 4,939,254  
                                                                               
                                        BANKERS TRUST LONDON 642,428           
                                                                               
                                        BERMUDA TRUST FAR EAST HK 331,191      
                                                                               
                                        BROWN BROTHERS HARRIMAN AND CO         
                                        4,375,819                              
                                                                               
                                        BROWN BROTHERS HARRIMAN LTD lux        
                                        26,367,943                             
                                                                               
                                        CHASE MANHATTAN BK AG FRANKFURT 869,043
                                                                               
                                        CHASE MANHATTAN LONON 20,719           
                                                                               
                                        CIBC MELLON TRUST 455,536              
                                                                               
                                        DEXIA PRIVATBANK 22,228                
                                                                               
                                        HSBC BANK PLC 644,500                  
                                                                               
                                        ING LUXENBOURG 50,800                  
                                                                               
                                        JP MORGAN BOURNEMOUTH 54,702,259       
                                                                               
                                        JP MORGAN CHASE BANK 18,471,278        
                                                                               
                                        MASTER TRUST BANK OF JAPAN 207,400     
                                                                               
                                        MELLON BANK 2,481,346                  
                                                                               
                                        MELLON BANK NA 5,876,724               
                                                                               
                                        MIDLAND SECURITIES SERVICES 282,998    
                                                                               
                                        NATIONAL ASTL BK MELBOURNE 154,300     
                                                                               
                                        NOMURA TRUST AND BANKING 93,900        
                                                                               
                                        NORTHERN TRUST CO 7,674,604            
                                                                               
                                        NORTHERN TRUST LONDON 6,803,834        
                                                                               
                                        ROYAL TRUST TORONTO 52,265             
                                                                               
                                        SOCIETE GENERALE 81,500                
                                                                               
                                        STATE STREET BANK AND tr co 17,854,628 
                                                                               
                                        STATE STREET BANK AND tr co lndn       
                                        2,861,887                              
                                                                               
                                        STATE STREET BANK AUSTRALIA 240,300    
                                                                               
                                        STATE STREET HONG KONG 42,531          
                                                                               
                                        TRUST & CUST SERVICES BK LTD TOKO      
                                        57,800                                 

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                                                  14/06/2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    160,692,213                          9.08%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    THE HOLDING HAS                      PETER BARNES-WALLIS 0207 227 9141     
                                                                               
    increased from 8.98% to 9.08%                                              

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN DEPUTY COMPANY SECRETARY                                       
                                                                               
Date of notification 15 June 2006