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

SEE ENCLOSED SCHEDULE                                                          

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

13 February 2006                                                               

12. Total holding following this notification

53,196,991                                                                     

13. Total percentage holding of issued class following this notification

3.01%                                                                          

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

14/02/2006                                                                     

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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.

SCHEDULE

Registered Holder                No. of Shares               % of class        
                                                                               
BNY (OCS Nominees )                 281,766                     0.016          
Limited,                                                                       
                                                                               
Vidacos Nominees Limited            759,842                     0.043          
                                                                               
Littledown Nominees                 345,000                     0.019          
Limited                                                                        
                                                                               
Ac 03449                                                                       
                                                                               
Littledown Nominees                40,044,902                   2.263          
Limited                                                                        
                                                                               
Ac 02891                                                                       
                                                                               
                                                                         
                                                                               
Littledown Nominees                  22,750                     0.001          
Limited                                                                        
                                                                               
Ac 35822                                                                       
                                                                               
Littledown Nominees                  16,570                     0.001          
Limited                                                                        
                                                                               
Ac 11121                                                                       
                                                                               
Littledown Nominees                1,991,286                    0.113          
Limited                                                                        
                                                                               
Ac 07205                                                                       
                                                                               
Littledown Nominees                1,613,393                    0.091          
Limited                                                                        
                                                                               
Ac 21688                                                                       
                                                                               
Littledown Nominees                2,737,814                    0.155          
Limited                                                                        
                                                                               
Ac 02642                                                                       
                                                                               
Littledown Nominees                 171,504                     0.010          
Limited                                                                        
                                                                               
Ac 07199                                                                       
                                                                               
Littledown Nominees                4,601,489                    0.260          
Limited                                                                        
                                                                               
Ac 07207                                                                       
                                                                               
BBY (OCS) Nominees Limited          510,495                     0.029          
                                                                               
William & Glyns (Isle of            100,000                     0.006          
Man) Nominees Limited                                                          
                                                                               
Ac 301780                                                                      
                                                                               
TOTAL                              53,196,991                   3.01%