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                                       19/04/2005        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    53,664,333                           3.09%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    S198 COMPANIES ACT 1985              JOHN WARREN - 01332 245878            
    NOTIFICATION                                                               

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 19 APRIL 2005                                             

Registered Holder                       Holding                                
                                                                               
Bank of Ireland                         218,548                                
                                                                               
Barclays Capital Nominees Limited       1,993,572                              
                                                                               
Barclays Capital Securities Limited     5,068,421                              
                                                                               
Barclays Trust Co & Others              6,646                                  
                                                                               
Barclays Trust Co as Exec/ADM           350                                    
                                                                               
Barclays Trust Co R69                   4,434                                  
                                                                               
BNP Paribas                             122,021                                
                                                                               
Chase Nominees Limited                  1,158,782                              
                                                                               
CIBC Mellon Global Securities           71,965                                 
                                                                               
Investors Bank and Trust Co             18,766,934                             
                                                                               
JP Morgan (BGI Custody)                 20,905,434                             
                                                                               
JP Morgan chase Bank                    2,682,218                              
                                                                               
Mellon Trust - Boston & SF              395,564                                
                                                                               
Mellon Trust of New England             227,251                                
                                                                               
Mitsubishi Trust International          9,581                                  
                                                                               
Northern Trust Bank - BGI SEPA          599,195                                
                                                                               
R C Greig Nominees Limited              154,605                                
                                                                               
Reflex Nominees Limited                 3,136                                  
                                                                               
State Street                            27,000                                 
                                                                               
State Street Boston                     1,222,660                              
                                                                               
Wells Fargo Seattle - Wire Ban          26,016                                 
                                                                               
Total                                   53,664,333