Holding in Company

Rolls-Royce PLC
21 July 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 BELOW

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

     SEE BELOW

5)   Number of shares/amount of stock acquired.

     -

6)   ( - %) of issued Class

7)   Number of shares/amount of stock disposed

     20,645,992

8)   (1.324%) of issued Class

9)   Class of security

     ORDINARY

10)  Date of transaction

     20 JULY 2000

11)  Date company informed

     20 JULY 2000

12)  Total holding following this notification

     172,952,764
               
13)  Total percentage holding of issued class following this notification

     11.093%

14)  Any additional information

     SEE BELOW

15)  Name of contact and telephone number for queries

     MRS DELL GOMA      
     01332 245986

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

     Date of Notification ....21 JULY 2000..............................



Letter To:    Rolls Royce Plc

20p ORDINARY SHARES ('SHARES')

We write to advise you that we, Schroder Investment Management Limited, have an
interest in 150,571,623 shares which are held in portfolios managed by us on a 
discretionary basis for clients under investment management agreements.

Included in this figure are:-

(i)   58,492,516 shares registered or to be registered in the name of our
      wholly-owned subsidiary nominee company, Schroder Nominees Limited
      (Schroder Nominees),

(ii)  30,337,504 shares held in (a) unit trust(s) operated and managed by
      another wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and
      registered or to be registered in the name of Chase Nominees Limited.

(iii) 61,741,603 shares neither registered nor to be registered in the name of
      Schroder Nominees Limited.  The registration details are shown on the
      enclosed schedule.

Another wholly-owned subsidiary, Schroder Investment Management North America
Limited (SIMNA Ltd), is managing on a discretionary basis (a) portfolio(s) 
holding a further 325,592 shares, while an affiliated company, Schroder
Investment Management North America Inc (SIMNA Inc), is managing (a)
portfolio(s) on a similar basis holding a further 22,055,549 shares. The
registration details are shown on the schedule.

We believe that we and our subsidiary and affiliated companies are therefore
interested in an overall aggregate of 172,952,764 shares, representing some
11.093% of the total number of shares in issue, namely 1,559,070,242 shares.

This notification is made to you:-

(a) in respect of our interest as investment managers and also by virtue of
    the fact that we are the parent company of SIMNA Ltd and SUTL,

(b) on behalf of SIMNA Ltd and SUTL in relation to the interests they are 
    treated as having respectively under the Companies Act 1985 (the Act), and

(c) on behalf of Schroders Plc, our holding company, which is treated as having
    an interest in all of the above shares under the Act by virtue of its 
    ownership of ourselves.

Letter From:   Schroder Investment Management Limited


                              ROLLS ROYCE PLC

                            20P ORDINARY SHARES

                                 SCHEDULE A

REGISTRATION                                                 AMOUNT
ABN Amro Bank NV                                             400,000
Bank of Bermuda (Luxembourg) S.A                             749,400
Bank of England Nominees Limited                               6,300
Bank of Ireland Security Services                             37,000
Bank of New York                                             125,000
Banque Indosuez                                              393,000
Banque International A Luxembourg                            110,000
Banque Nationale de Paris                                     50,000
BHF Bank Bockheimer                                           55,000
BT Globenet Nominees Ltd a/c: 6B                           3,448,111
Channel Nominees Limited                                       8,500
                                                         ___________
Chase Manhattan Bank                                       2,410,265
Chase Nominees Ltd                                        13,404,109
Chase Nominees Ltd a/c: F02391                             2,000,000
Den Danske                                                    50,000
Deutsche Bank                                                 25,000
Dresdner Bank, AG                                             82,500
Morgan Nominees Limited a/c: A                                53,740
Morgan Nominees Limited a/c: B                               646,916
Morgan Nominees Limited a/c: GRL                             469,000
MSS Nominees Ltd a/c: 10096301                               146,327
MSS Nominees Ltd a/c: 756593                                 284,466
MSS Nominees Ltd a/c: 759371                                  50,000
MSS Nominees Ltd a/c: 766653                               1,542,418
MSS Nominees Ltd a/c: 767412                                  47,656
MSS Nominees Ltd a/c: 771401                                 147,026
MSS Nominees Ltd a/c: 786653                                 200,000
MSS Nominees Ltd a/c: 809797                                 496,496
MSS Nominees Ltd a/c: 809803                                 207,790
MSS Nominees Ltd a/c: 809955                                 178,454
MSS Nominees Ltd a/c: 823654                               1,250,000
MSS Nominees Ltd a/c: 823666                                 475,000
MSS Nominees Ltd a/c: 831286                               3,437,454
MSS Nominees Ltd a/c: 846435                                 177,494
Network Nominees (Six) Ltd                                 1,226,032
Nortrust Nominees Ltd                                      9,827,472
Nortrust Nominees Ltd a/c: BOCPF                             522,969
Nortrust Nominees Ltd a/c: SRC13                             106,467
Nutraco Nominees Ltd                                         591,147
Nutraco Nominees Ltd a/c: GWPPCIF                          1,005,411
Nutraco Nominees Ltd a/c: GWPPMPS                            216,886
Pictet & Cie                                                 415,200
RBS Trust Bank Nominees Ltd A/C: SUNPEN                       11,300
RBSTB Nominees Limited a/c: AAUKPS                           243,354
RBSTB Nominees Limited a/c: LAUR                              87,746
RBSTB Nominees Ltd                                         3,748,537
RBSTB Nominees Ltd a/c: ECC                                  760,481
RBSTB Nominees Ltd a/c: ESPSBEB                            1,491,394
Schroder Executor & Trustee Co Ltd                           614,189
SIM Nominees Ltd                                               1,111
State Street Nominees Limited A/C: 4LQ9                      314,332
State Street Nominees Ltd                                  2,001,276
State Street Nominees Ltd a/c: 56A6                          223,530
State Street Nominees Ltd a/c: 5H57                        1,166,071
State Street Nominees Ltd a/c: JD19                        1,000,000
Strand Nominees Limited A/C: EDIC                              5,500
The Master Fellows & Scholars of Trinity College, Cambridge  725,000
Unibank                                                       70,800
Vidacos Nominees Ltd                                         205,000
                                                          ----------
                                                          59,745,627
                                                          ----------

                  HELD BY SCHRODER OFFICES ABROAD

Hong Kong                                                  1,906,856
Japan                                                         89,120
                                                           ---------
                                                           1,995,976
                                                         -----------
OVERALL TOTAL                                             61,741,603
                                                         -----------

                                  20P ORDINARY SHARES

                                      SCHEDULE B

                REGISTRATION                                  AMOUNT

BBH                                                          902,000
Chase Nominees Ltd                                        21,202,694
National Australia Bank                                      104,480
Northern Trust                                               134,047
Schroder Nominees Ltd a/c: SCMACORN                           37,920
                                                          ----------
                                                          22,381,141
                                                          ----------