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

FRANKLIN RESOURCES INC.                                                        

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

NON-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

14 February 2006                                                               

12. Total holding following this notification

87,496,372                                                                     

13. Total percentage holding of issued class following this notification

4.944%                                                                         

14. Any additional information

S198 Companies Act - notification of reduction in shareholding from 5.923% to  
4.944%                                                                         
                                                                               

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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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.

SCHEDULE

Registered Holder                No. of Shares               % of class        
                                                                               
Bank of New York, London           2,502,305                    0.141          
                                                                               
Bank of New York Europe             440,244                     0.025          
                                                                               
Citibank NA                        1,131,360                    0.064          
                                                                               
London                                                                         
                                                                               
Clydesdale Bank PLC                2,325,520                    0.131          
                                                                               
London                                                                         
                                                                               
Euroclear Bank                       37,360                     0.002          
                                                                               
HSBC Bank Plc                      1,220,518                    0.069          
                                                                               
JP Morgan Chase Bank               54,991,153                   3.108          
                                                                               
London                                                                         
                                                                               
Mellon Bank NA                     7,798,725                    0.441          
                                                                               
Northern Trust Company             4,447,314                    0.251          
                                                                               
London                                                                         
                                                                               
Royal Trust Corp of Canada          748,623                     0.042          
                                                                               
State Street Bank                  11,853,250                   0.670          
                                                                               
London                                                                         
                                                                               
TOTAL                              87,496,372                   4.944