Holding(s) in Company

SCHEDULE 10                                  
                                                                               
                   NOTIFICATION OF MAJOR INTERESTS IN SHARES                   

1. Name of company

ROLLS-ROYCE PLC                                                        
                                                                       

2. Name of shareholder having a major interest

MORGAN STANLEY SECURITIES 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

AS PER 2 ABOVE                                                         
                                                                       

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

MORGAN STANLEY SECURITIES LIMITED                                      
                                                                       

5. Number of shares / amount of stock acquired

50,281,249                                                             
                                                                       

6. Percentage of issued class

3.08%

7. Number of shares / amount of stock disposed



8. Percentage of issued class



9. Class of security

ORDINARY                                                               
                                                                       

10. Date of transaction

14/02/03                                                               
                                                                       


11. Date company informed

17/02/03                                                               
                                                                       

12. Total holding following this notification

50,281,249                                                             
                                                                       

13. Total percentage holding of issued class following this notification

3.08%                                                                  
                                                                       

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

18/02/2003                                                             
                                                                       

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.