Holding in Company

Rolls-Royce PLC
8 August 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

ROLLS-ROYCE PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

STANDARD LIFE INVESTMENTS

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

SEE LETTER BELOW

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

SEE LETTER BELOW

5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

131,170

8)   (0.0 %) of issued Class

9)   Class of security

ORDINARY

10)  Date of transaction

4 AUGUST 2000

11)  Date company informed

8 AUGUST 2000

12)  Total holding following this notification

46,984,796
               
              
13)  Total percentage holding of issued class following this notification

2.99%

14)  Any additional information

HOLDING REDUCED BELOW 3% 
SEE LETTER BELOW

15)  Name of contact and telephone number for queries

MRS DELL GOMA
01332 245986

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ....8 AUGUST 2000..........


Letter to Rolls-Royce dated 4 August 2000

Rolls Royce Ord GBP0.20 shares

In terms of Part V of the Companies Act 1989, Section 134, I have to inform you
that on the 3rd August, Standard Life Investments sold 131,170 shares on behalf
of Standard Life Group, this decreased the total held as a material interest to
46,984,796 shares being below 3% of the issued stock of that class.

No. of shares held                    Registered Name

46,984,796                            Stanlife Nominees Limited

Letter from Standard Life Investments