Holding in Company

Rolls-Royce PLC
3 November 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.



6)   ( N/A %) 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

     1/11/00

11)  Date company informed

     2/11/00

12)  Total holding following this notification

     REDUCED BELOW THE 10% NOTIFIABLE INTEREST THRESHOLD
              
13)  Total percentage holding of issued class following this notification



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 ...3 NOVEMBER 2000


LETTER TO ROLLS ROYCE - DATED 1 NOVEMBER 2000

S.198 COMPANIES ACT - DISCLOSURE OF SHARE INTERESTS

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.

SCHEDULE               ROLLS-ROYCE PLC 
                         
                              OUTSTANDING SHARES       1,567,551,000

REGISTERED HOLDER               NO OF SHARES               % OF CLASS
CHASE NOMINEES LTD               113,222,401                 7.2229%
BANKERS TRUST COMPANY              2,536,932                 0.1618%
NORTHERN TRUST COMPANY             2,451,060                 0.1564%
STATE STREET NOMINEES LIMITED      5,490,261                 0.3520%
BANK OF NEW YORK EUROPE LTD           69,561                 0.0044%
BANK OF NEW YORK LONDON            1,422,643                 0.0908%
CITIBANK NOMINEES LTD              2,181,723                 0.1392%
DEUTSCHE BANK AG                      36,097                 0.0023%
CEDE & CO                          6,179,555                 0.3942%
MIDLAND BANK PLC                   5,518,115                 0.3520%
HSBC BANK                          3,021,167                 0.1927%
ROYAL TRUST CORP. OF CANADA        2,328,504                 0.1485%
TOTAL                            144,458,019                 9.2155%

FROM FRANKLIN RESOURCES INC