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                                       28.7.2006         

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    56,422,864                           3.18%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    Holding DECREASED FROM 5.91% TO      PETER BARNES-WALLIS 0207 227 9141     
    3.18%                                                                      

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 31 July 2006                                              

Registered Holder                          Holding      
                                                        
BANK OF IRELAND                                   10,475
                                                        
BANK OF NEW YORK                                 125,140
                                                        
BARCLAYS CAPITAL NOMINEES LIMITED             12,026,919
                                                        
Barclays Capital Securities Ltd.               1,461,625
                                                        
Barclays Global Investors Canada                 125,420
                                                        
Barclays Trust Co & Others                         5,178
                                                        
Barclays Trust Co E99 C                              838
000000000000000000                                      
                                                        
Barclays Trust Co R69 C                            3,755
000000000000000000                                      
                                                        
BNP PARIBAS                                       36,788
                                                        
CHASE NOMINEES LTD                             2,503,539
                                                        
CIBC MELLON GLOBAL SECURITIES                     28,558
                                                        
INVESTORS BANK AND TRUST CO.                  19,873,527
                                                        
JP MORGAN (BGI CUSTODY)                       15,571,628
                                                        
JPMorgan Chase Bank                            3,065,131
                                                        
Master Trust Bank                                  3,474
                                                        
Mellon Trust - US CUSTODIAN /                    132,131
                                                        
MELLON TRUST OF NEW ENGLAND                       38,490
                                                        
Mitsubishi Trust International                     3,345
                                                        
Mitsui Asset                                      29,538
                                                        
NORTHERN TRUST BANK - BGI SEPA                   184,956
                                                        
Reflex Nominees Limited                            3,150
                                                        
STATE STREET BANK & TRUST - WI                    79,079
                                                        
STATE STREET BANK AND TRUST CO                    76,723
                                                        
STATE STREET BOSTON                              910,762
                                                        
STATE STREET TRUST OF CANADA -                    60,926
                                                        
The Northern Trust Company - U                    43,624
                                                        
Trust & Custody Services Bank                     18,145
                                                        
TOTAL                                         56,422,864