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

FRANKLIN RESOURCES INC.                                                        

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 INTEREST                                                        

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

SEE ENCLOSED SCHEDULE                                                          

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

15/04/2005                                                                     

12. Total holding following this notification

143,476,689                                                                    

13. Total percentage holding of issued class following this notification

8.2615%                                                                        

14. Any additional information

S198 Companies Act - notification of reduction in shareholding                 

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

18/04/2005                                                                     

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damages for loss of business or loss of profits) arising in contract, tort or
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contained in it, or from any action or decision taken as a result of using this
document or any such material.

SCHEDULE

Registered Holder                No. of Shares               % of class        
                                                                               
JP Morgan Chase                   100,966,180                  5.8139%         
                                                                               
Woolgate House                                                                 
                                                                               
Coleman Street                                                                 
                                                                               
London EC2P 2HD                                                                
                                                                               
Northern Trust Company             4,864,955                    0.28%          
                                                                               
155 Bishopgate                                                                 
                                                                               
London                                                                         
                                                                               
EC2M 3XS                                                                       
                                                                               
State Street Nominees Ltd          16,304,816                  0.9389%         
                                                                               
12-13 Nichols Lane                                                             
                                                                               
London                                                                         
                                                                               
EC4N 7BN                                                                       
                                                                               
Bank of New York Europe              24,575                    0.0014%         
London                                                                         
                                                                               
Bank of New York, London           3,462,648                   0.1994%         
                                                                               
Cede, New York                      647,975                    0.0373%         
                                                                               
Citibank Ltd                       1,828,800                   0.1053%         
                                                                               
London                                                                         
                                                                               
Euroclear Bruxelles Bic              81,739                    0.0047%         
Mgt                                                                            
                                                                               
Clydesdale Bank PLC                2,006,890                   0.1155%         
                                                                               
London                                                                         
                                                                               
Merrill Lynch Int'l Ltd            1,835,510                   0.1057%         
                                                                               
London                                                                         
                                                                               
Mellon Bank NA                     6,168,416                   0.3552%         
                                                                               
London                                                                         
                                                                               
HSBC Bank                          1,571,781                   0.0905%         
                                                                               
London                                                                         
                                                                               
Royal Trust Corp. of               3,712,404                   0.2137%         
Canada                                                                         
                                                                               
London                                                                         
                                                                               
TOTAL                             143,476,689                  8.2615%