Holding(s) in Company

Rolls-Royce PLC
19 July 2002

                                  SCHEDULE 10

                   NOTIFICATION OF MAJOR INTERESTS IN SHARES



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



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


SEE ENCLOSED SCHEDULE



5. Number of shares / amount of stock acquired


18,431,432



6. Percentage of issued class


1%



7. Number of shares / amount of stock disposed






8. Percentage of issued class






9. Class of security


ORDINARY



10. Date of transaction


18/07/02






11. Date company informed


18/07/02



12. Total holding following this notification


229,556,807



13. Total percentage holding of issued class following this notification


14.19%



14. Any additional information






15. Name of contact and telephone number for queries


JOHN WARREN - 01332 245878



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


JOHN WARREN - DEPUTY COMPANY SECRETARY



Date of notification


19/07/02



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.



                                          SCHEDULE

Registered Holder                            No. of Shares                        % of class

Chase Nominees Ltd                            177,977,115                            11%
Woolgate House
Coleman Street
London EC2P 2HD

Bankers Trust Company                          2,764,984                            0.171%
36-44 Moorgate
Basement Floor
London EC2

Northern Trust Company                         3,917,723                           0.2421%
155 Bishopgate
London
EC2M 3XS

State Street Nominees Ltd                      15,101,941                           0.934%
12-13 Nichols Lane
London
EC4N 7BN

Bank of New York Europe Ltd London               72,465                            0.0045%

Bank of New York, London                       2,602,129                           0.1609%

Citibank Nominees Limited                       449,698                            0.0279%
Lewisham House
Molesworth Street
Lewisham House
SE13 7EX

Deutsche Bank AG                                447,307                            0.0277%
London

Cede & Co                                      7,795,130                           0.4821%
New York

Clydesdale Bank PLC                            10,276,125                          0.6355%
London

Merrill Lynch Int'l Ltd                        2,280,510                           0.1413%
London

HSBC Bank                                       423,248                            0.0262%
London

Royal Trust Corp. of Canada                    5,448,432                            0.337%
London


TOTAL                                         229,556,807                           14.19%




                      This information is provided by RNS
            The company news service from the London Stock Exchange