Holding(s) in Company

Rolls-Royce PLC
18 April 2002

                  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 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.

16,132,507

6)   (1%) 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

11/4/02

11)  Date company informed

18/4/02

12)  Total holding following this notification

211,125,375
               
13)  Total percentage holding of issued class following this notification

13.09%

14)  Any additional information

THE ORIGINAL NOTIFICATION WAS INCORRECTLY FAXED AND SO WAS NOT RECEIVED

15)  Name of contact and telephone number for queries



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

     Date of Notification 18 APRIL 2002................


Letter to: Rolls-Royce Plc
Dated: 11 April 2002

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.

Letter from: Franklin Resources, Inc.
 
                                
                                SCHEDULE

                             ROLLS-ROYCE PLC

                                      Outstanding Shares         1,613,029,494

 
Registered Holder                 No. of Shares                % of Class

Chase Nominees Ltd                  164,556,942                        10.2017%

Bankers Trust Company                 2,692,944                         0.1669%

Northern Trust Company                3,947,290                         0.2447%

State Street Nominees Limited        14,245,561                         0.8832%

Bank of New York Europe Ltd              72,465                         0.0045%

Bank of New York, London              2,275,748                         0.1411%

Citibank Nominees Ltd.                  449,698                         0.0279%

Deutsche Bank AG                        223,640                         0.0139%

CEDE & Co.                            7,812,180                         0.4843%

Clydesdale Bank PLC                  11,680,455                         0.7241%

Merrlll Lynch Int'l. Ltd.               295,600                         0.0183%

HSBC Bank London                        480,148                         0.0298%

Royal Trust Corp. of Canada           2,392,704                         0.1483%

TOTAL                               211,125,375                        13.0887%


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