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                                                                   
                                                                              
                                       16,803,672                             

9. Class of security                10. Date of          11. Date company      
                                        transaction          informed          
                                                                               
   ORDINARY 20P SHARES                                       13.07.2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    104,819,508                          5.91%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
                                         PETER BARNES-WALLIS 0207 227 9141     

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 13 July 2006                                              

REGISTERED HOLDER                                       HOLDING
                                                               
BANK OF IRELAND                                          10,475
                                                               
BANK OF NEW YORK                                        125,140
                                                               
BARCLAYS CAPITAL NOMINEES LIMITED                    10,439,142
                                                               
Barclays Capital Securities Ltd.                     49,429,370
                                                               
Barclays Global Investors Canada                        125,420
                                                               
Barclays Trust Co & Others                                5,258
                                                               
BARCLAYS TRUST CO AS EXEC/ADM C                              74
000000000000000000                                             
                                                               
Barclays Trust Co R69 C 000000000000000000                 5017
                                                               
BNP PARIBAS                                              42,847
                                                               
CHASE NOMINEES LTD                                    2,496,266
                                                               
CIBC MELLON GLOBAL SECURITIES                            33,400
                                                               
INVESTORS BANK AND TRUST CO.                         20,154,410
                                                               
JPMORGAN (BGI CUSTODY)                               17,247,285
                                                               
JPMORGAN CHASE BANK                                   3,097,297
                                                               
Master Trust Bank                                         3,474
                                                               
Mellon Trust - US CUSTODIAN /                           144,765
                                                               
MELLON TRUST OF NEW ENGLAND                              44,302
                                                               
Mitsubishi Trust International                            3,345
                                                               
Mitsui Asset                                             29,538
                                                               
NORTHERN TRUST BANK - BGI SEPA                          229,493
                                                               
Reflex Nominees Limited                                   3,142
                                                               
STATE STREET BANK & TRUST - WI                           90,993
                                                               
STATE STREET BOSTON                                     910,762
                                                               
STATE STREET TRUST OF CANADA -                           75,829
                                                               
The Northern Trust Company - U                           54,319
                                                               
Trust & Custody Services Bank                            18,145
                                                               
Total                                               104,819,508