Holding(s) in Company

SCHEDULE 10

                   NOTIFICATION OF MAJOR INTERESTS IN SHARES                   

All relevant boxes should be completed in block capital letters.

1. Name of company                   2. Name of shareholder having a major     
                                        interest                               
                                                                               
   ROLLS-ROYCE GROUP PLC                WELLINGTON MANAGEMENT COMPANY,LLP      

3. Please state whether notification 4. Name of the registered holder(s) and,  
   indicates that it is in respect      if more than one holder, the number of 
   of holding of the shareholder        shares held by each of them            
   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                                                               
                                                                               
   IN 2 ABOVE                                                                  

5. Number of      6. Percentage of  7. Number of shares 8. Percentage of      
   shares/amount     issued class      /amount of stock    issued class       
   of stock                            disposed                               
   acquired                                                                   
                                                                              

9. Class of security                10. Date of          11. Date company      
                                        transaction          informed          
                                                                               
   ORDINARY 20P SHARES                  30 MARCH 2004        31 MARCH 2004     

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    52,593,455                           3.13                                  

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    NOTIFICATION UNDER S198              JOHN WARREN - 01332 245878            
    COMPANIES ACT 1985                                                         

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 1 APRIL 2004