Holding in Company

Rolls-Royce PLC
4 October 2000




                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

ROLLS-ROYCE PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

SCHRODER INVESTMENT MANAGEMENT LIMITED


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



8)   ( N/A %) of issued Class



9)   Class of security

ORDINARY SHARES


10)  Date of transaction

4/10/00


11)  Date company informed

4/10/00


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 ... 4 OCTOBER 2000 ...




LETTER TO:  ROLLS-ROYCE PLC 

20p ORDINARY SHARES ('SHARE')

We write to advise you that we, Schroder Investment Management Limited, continue
to have an interest in the above-mentioned shares, it has ceased to be a
notifiable interest for the purposes of Part VI of the Companies Act 985 (the
Act) since it represents less than 10% of the nominal value of that relevant
share capital, which we understand to be 1,567,463,119 shares.

This notification is made to you in respect of our interest as investment
managers and also on behalf of:-

     a) Schroder Unit Trusts Limited, our wholly-owned subsidiary,

     b) Schroder Investment Management North America, another wholly-owned      
       subsidiary,

     c) Schroder Investment North America Inc., an affiliated company, and

     d) Schroders plc, our holding company,

in relation to any interests they may have or be treated as having respectively
under the Act.
 


FROM:    PAUL MARTIN
         (COMPLIANCE MANAGER)
         SCHRODERS