Holding in Company

Rolls-Royce PLC
19 October 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

ROLLS-ROYCE PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

FRANKLIN RESOURCES INC.

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

NON BENEFICIAL INTEREST
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 AND SCHEDULE OF HOLDERS

5)   Number of shares/amount of stock acquired.

32,441,401

6)   ( 2.06 %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

ORDINARY

10)  Date of transaction

18/10/00

11)  Date company informed

18/10/00

12)  Total holding following this notification

156,838,354
               
              
13)  Total percentage holding of issued class following this notification

10.005%

14)  Any additional information

SEE LETTER BELOW

15)  Name of contact and telephone number for queries

J.WARREN
01332-245878

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

     Date of Notification 19 OCTOBER 2000.........


Letter to Rolls-Royce plc dated 18 October 2000

S.198 COMPANIES ACT - DISCLOSURE OF SHARE INTEREST

We are acting on behalf of Franklin Resources, Inc. and its affiliates, which
includes Franklin Mutual Advisers, LLC and Templeton Worldwide, Inc. and its
affiliates.  Franklin Resources, Inc. and its affiliates perform investment
management and advisory services for clients on a global basis.

We wish to advise you of interests in the share capital of your Company under
management of Franklin Resources, Inc. and its affiliates on behalf of clients,
as detailed in the schedule below.

If you have any questions regarding this disclosure, please contact Kristina
Perez at 954-527-7465 or Colleen Lightbourne at 954-527-7588.  You may also
contact either individual by facsimile at 954-527-2160.



                              SCHEDULE
                          ROLLS-ROYCE PLC

                                        Outstanding Shares     1,567,463,000

REGISTERED HOLDER                    NO.OF SHARES               % OF CLASS

Chase Nominees Ltd                    125,527,446                8.0083%
Bankers Trust Company                   2,536,932                0.1618%
Northern Trust Company                  2,451,060                0.1564%
State Street Nominees Limited           5,488,211                0.3501%
Bank of New York Europe Ltd.               69,561                0.0044%
Bank of New York, London                1,417,383                0.0904%
Citibank Nominees Ltd.                  2,181,723                0.1392%
Deutsche Bank                              36,097                0.0023%
CEDE & Co.                              6,262,155                0.3995%
Midland Bank PLC                        5,518,115                0.3520%
HSBC Bank                               3,021,167                0.1927%
Royal Trust Corp. of Canada             2,328,504                0.1486%

TOTAL                                 156,838,354               10.0059%


                                             
Letter from Franklin Resources Inc.