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                FMR CORP.                              

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                                                               
                                                                               
   NON-BENEFICIAL INTEREST              BANK OF NEW YORK 1,028,000             
                                                                               
                                        BANK OF NEW YORK BRUSSELS 1,248,220    
                                                                               
                                        BANK OF NEW YORK EUROPE LDN 4,119,154  
                                                                               
                                        BANKERS TRUST LONDON 447,728           
                                                                               
                                        BERMUDA TRUST FAR EAST HK 272,191 
                                        
                                        BROWN BROTHERS HARRIMAN AND CO 1,663,299     
                                                                               
                                        BROWN BROTHERS HARRIMAN LTD lux        
                                        28,616,462                             
                                                                               
                                        CHASE MANHATTAN BK AG FRANKFURT 222,440
                                                                               
                                        CIBC MELLON TRUST 253,569              
                                                                               
                                        DEXIA PRIVATBANK 25,423                
                                                                               
                                        ING LUXENBOURG 50,800                  
                                                                               
                                        JP MORGAN BOURNEMOUTH 37,117,383       
                                                                               
                                        JP MORGAN CHASE BANK 31,109,836        
                                                                               
                                        MASTER TRUST BANK OF JAPAN 328,000     
                                                                               
                                        MELLON BANK 1,441,179                  
                                                                               
                                        MELLON BANK NA 2,533,701               
                                                                               
                                        MIDLAND SECURITIES SERVICES 253,198    
                                                                               
                                        NOMURA TRUST AND BANKING 97,100        
                                                                               
                                        NORTHERN TRUST CO 6,791,051            
                                                                               
                                        NORTHERN TRUST LONDON 5,393,107        
                                                                               
                                        ROYAL TRUST TORONTO 52,265             
                                                                               
                                        STATE STREET BANK AND tr co 14,118,670 
                                                                               
                                        STATE STREET BANK AND tr co lndn       
                                        2,354,365                              
                                                                               
                                        STATE STREET HONG KONG 50,012          
                                                                               
                                        TRUST & CUST SERVICES BK LTD TOKYO     
                                        52,220                                 
                                                                               
                                        N/A 1,150,000                          

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                                                  11/12/2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    140,789,373                          7.9%                                  

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    THE HOLDING HAS                      PETER BARNES-WALLIS 0207 227 9141     
                                                                               
    DECREASED from 8.84% TO 7.9%                                               

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