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

FMR CORP.
         

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

BENEFICIAL INTEREST
                   

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

STATE STREET HONG KONG 36,300                                            
                                                                         
BANK OF NEW YORK EUROPE 2,853,700                                        
                                                                         
BANK OF NEW YORK BRUSSELS 594,100                                        
                                                                         
BROWN BROS HARRIMAN LTD 26,011,400                                       
                                                                         
JP MORGAN BOURNEMOUTH 8,903,727                                          
                                                                         
NATIONAL AUSTRALIA BANK 915,700                                          
                                                                         
NORTHERN TRUST LONDON 2,521,417                                          
                                                                         
STATE STREET BANK AND TRUST COMPANY 1,656,252                            
                                                                         
JP MORGAN CHASE BANK 6,456,600                                           
                                                                         
BANK OF NEW YORK 344,100                                                 
                                                                         
MORGAN STANLEY AND CO INC 19,100                                         
                                                                         
NORTHERN TRUST CO 642,700                                                
                                                                         
CHASE MANHATTAN LONDON 30,800                                            
                                                                         
CHASE MANHATTAN BANK AG 221,100                                          
                                                                         
CLYDESDALE BANK PLC 120,300                                              
                                                                         
DEXIA PRIVATEBANK 26,301                                                 
                                                                         
MELLON BANK 387,000                                                      
                                                                         
NORDEA BANK AB 70,501                                                    
                                                                         

5. Number of shares / amount of stock acquired



6. Percentage of issued class



7. Number of shares / amount of stock disposed



8. Percentage of issued class



9. Class of security

ORDINARY
        

10. Date of transaction



11. Date company informed

21/12/2004
          

12. Total holding following this notification

51,811,098
          

13. Total percentage holding of issued class following this notification

3.04%
     

14. Any additional information

Disclosure under S198 Companies Act 1985
                                        

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

22/12/04
        

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