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                FMR CORP.                              

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                                                               
                                                                               
   NON-BENEFICIAL INTEREST              BANK OF NEW YORK 712,685               
                                                                               
                                        BANK OF NEW YORK BRUSSELS 3,865,045    
                                                                               
                                        BANK OF NEW YORK EUROPE LDN 3,524,754  
                                                                               
                                        BANKERS TRUST LONDON 648,528           
                                                                               
                                        BROWN BROS HARRIMAN LTD LUX 27,891,543 
                                                                               
                                        BROWN BROS HARRIMAN & CO 5,025,655     
                                                                               
                                        CHASE MANHATTAN BK AG 631,503          
                                                                               
                                        FRANKFURT                              
                                                                               
                                        CHASE MANHATTAN LONDON 23,336          
                                                                               
                                        DEXIA PRIVATBANK 25,025                
                                                                               
                                        JP MORGAN BOURNEMOUTH 36,030,621       
                                                                               
                                        JP MORGAN CHASE BANK 36,774,146        
                                                                               
                                        MELLON BANK 2,594,140                  
                                                                               
                                        MELLON BANK NA 5,839,056               
                                                                               
                                        MIDLANDS SECURITIES SERVICES 288,698   
                                                                               
                                        NATIONAL ASTL BK MELBOURNE 95,500      
                                                                               
                                        NORTHERN TRUST CO 7,028,356            
                                                                               
                                        NORTHERN TRUST LONDON 7,266,666        
                                                                               
                                        STATE STREET BANK AND TR CO 2,463,739  
                                                                               
                                        LONDON                                 
                                                                               
                                        STATE STREET BANK AND TR CO 16,520,591 
                                                                               
                                        STATE STREET HONG KONG 42,099          
                                                                               
                                        STATE STREET BANK AUSTRALIA 154,200    
                                                                               
                                        HSBC BANK PLC 401,200                  
                                                                               
                                        SOCIETE GENERAL 50,000                 
                                                                               
                                        CIBC MELLON TRUST 300,850              
                                                                               
                                        ROYAL TRUST - TORONTO 37,900           
                                                                               
                                        BERMUDA TRUST FAR EAST HK 314,291      
                                                                               
                                        ING LUXEMBOURG 31,900                  
                                                                               
                                        MASTER TRUST BANK OF JAPAN 128,600     
                                                                               
                                        NOMURA TRUST AND BANKING 51,900        
                                                                               
                                        TRUST & CUST SVCS BK LTD TOKO 34,700   
                                                                               
                                        BNP PARIBAS, PARIS 64,800              

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                                                  10/05/2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    158,862,027                          8.98%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    DECREASED FROM 9.05% TO 8.98%        JOHN WARREN DEPUTY COMPANY SECRETARY  
                                                                               
                                         01332 245878                          

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN DEPUTY COMPANY SECRETARY                                       
                                                                               
Date of notification 11 May 2006