Holding in Company

Rolls-Royce PLC
27 March 2001


                  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)   (  -  %) of issued Class


7)   Number of shares/amount of stock disposed


8)   (  -  %) of issued Class


9)   Class of security

ORDINARY SHARES


10)  Date of transaction

26/3/01


11)  Date company informed

27/3/01


12)  Total holding following this notification

175,383,925
               
              
13)  Total percentage holding of issued class following this notification

11.06%


14)  Any additional information

INCREASED HOLDING ABOVE 10% NOTIFIABLE INTEREST THRESHOLD.  
SEE LETTER & SCHEDULE 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 ... 27/3/2001...



LETTER TO: ROLLS-ROYCE PLC

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       1,585,754,000


Registered Holder                 No. of Shares             % of Class

Chase Nominees Ltd                 133,334,980                 8.4083%

Bankers Trust Company                2,668,432                 0.1683%

Northern Trust Company               4,197,060                 0.2647%

State Street Nominees Limited         9,269,361                 0.5845%

Bank of New York Europe Ltd.            69,561                 0.0044%

Bank of New York, London             1,395,698                 0.0880%

Citibank Nominees Ltd.               2,201,395                 0.1389%

Deutsche Bank AG                        36,097                 0.0023%

CEDE & Co.                           6,076,760                 0.3832%

Clydesdale Bank PLC                  2,814,400                 0.1775%

Morgan Stanley Intl., London         3,675,000                 0.2318%

Midland Bank PLC                     7,028,915                 0.4433%

Merrill Lynch                           42,000                 0.0026%

HSBC Bank                              245,223                 0.0155%

Royal Trust Corp. of Canada          2,328,504                 0.1468%


TOTAL                              175,383,925                11.0600%