Holding in Company

Rolls-Royce PLC
23 October 2000

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

ROLLS-ROYCE PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

ABN AMRO EQUITIES (UK) LTD

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

NOTIFIABLE INTEREST 
SEE BELOW LETTER

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

ABN AMRO EQUITIES (UK) LTD
SEE BELOW LETTER

5)   Number of shares/amount of stock acquired.

47,279,500

6)   ( 3.02 %) of issued Class

7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class

9)   Class of security

ORDINARY SHARES

10)  Date of transaction

20/10/00

11)  Date company informed

20/10/00

12)  Total holding following this notification

47,279,500
               
              
13)  Total percentage holding of issued class following this notification

3.02%

14)  Any additional information

SEE BELOW LETTER

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 23 OCTOBER 2000..........


Letter to Rolls Royce PLC dated 20 October 2000

RE: COMPANIES ACT 1985 - DISCLOSURE OF INTEREST IN VOTING RIGHTS

This is to inform you that, in compliance with Part VI of the above Act, as
amended, ABN AMRO Equities (UK) Limited has a notifiable interest of 47,279,500
ordinary 20p shares (3.02% of issued share capital) in your company as at 18
October 2000.

This is based on the assumption that the issued capital is 1,567,463,000
ordinary 20p shares.


Letter from ABN AMRO Equities (UK) Limited