Holding(s) in Company

SCHEDULE 10                                  
                                                                               
                   NOTIFICATION OF MAJOR INTERESTS IN SHARES                   

1. Name of company

ROLLS-ROYCE GROUP PLC
                     

2. Name of shareholder having a major interest

ZURICH FINANCIAL SERVICES AND ITS GROUP
                                       

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

BENEFICIAL INTEREST
                   

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

BNY (OCS) NOMINEES LIMITED A/C 219064                                    
                                                              1,544,894                                                                         
LITTLEDOWN NOMINEES LIMITED A/C 07199                                    
                                                                253,162
LITTLEDOWN NOMINEES LIMITED A/C 07207                                    
                                                              5,855,656 
LITTLEDOWN NOMINEES LIMITED A/C 02642                                    
                                                              1,559,770 
LITTLEDOWN NOMINEES LIMITED A/C 21688                                    
                                                              1,765,788
LITTLEDOWN NOMINEES LIMITED A/C 23526                                    
                                                                249,201
LITTLEDOWN NOMINEES LIMITED A/C 07205                                    
                                                              1,808,022
LITTLEDOWN NOMINEES LIMITED A/C 23525                                    
                                                                170,326 
LITTLEDOWN NOMINEES LIMITED A/C 11121                                    
                                                                 67,830 
LITTLEDOWN NOMINEES LIMITED A/C 02891                                    
                                                             36,697,567 
LITTLEDOWN NOMINEES LIMITED A/C 03449                                    
                                                                978,349 
WILLIAM & GLYNS NOMINEES LIMITED A/C 0700089001                 160,593
WILLIAM & GLYNS NOMINEES LIMITED A/C 0700151001                 127,533 
WILLIAM & GLYNS NOMINEES LIMITED A/C 0700096001                 246,792  
                                                                         

5. Number of shares / amount of stock acquired



6. Percentage of issued class



7. Number of shares / amount of stock disposed



8. Percentage of issued class



9. Class of security

ORDINARY
        

10. Date of transaction



11. Date company informed

22/07/2004
          

12. Total holding following this notification

51,485,483
          

13. Total percentage holding of issued class following this notification

3.02%
     

14. Any additional information

Disclosure under S198 Companies Act 1985
                                        

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

23/07/2004
          

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