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                BARCLAYS PLC                           

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                           SEE ATTACHED SCHEDULE                  

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                                       15.12.2006        

12. Total holding following this     13. Total percentage holding of issued    
    notification                         class following this notification     
                                                                               
    72,137,031                           3.18%                                 

14. Any additional information       15. Name of contact and telephone number  
                                         for queries                           
                                                                               
    Holding INCREASED FROM 3.18% TO      PETER BARNES-WALLIS 0207 227 9141     
    4.07%                                                                      

16. Name and signature of authorised company official responsible for making   
    this notification                                                          
                                                                               
    JOHN WARREN - DEPUTY COMPANY SECRETARY                                     
                                                                               
Date of notification 15 December 2006                                          

Registered Holder                          Holding      
                                                        
BANK OF IRELAND                                   12,843
                                                        
BANK OF NEW YORK                                 125,140
                                                        
BARCLAYS CAPITAL NOMINEES LIMITED             18,578,041
                                                        
Barclays Global Investors Canada                 141,814
                                                        
Barclays Trust Co & Others                         4,807
                                                        
Barclays Trust Co R69                              4,664
                                                        
BBHISL Nominees Limited                           18,217
                                                        
BNP PARIBAS                                       41,660
                                                        
CHASE NOMINEES LTD                            11,517,973
                                                        
CIBC MELLON GLOBAL SECURITIES                     29,807
                                                        
Durlacher Nominees Limited                       195,711
                                                        
Gerrard Nominees Limited                          10,093
                                                        
Greig Middleton Nominees Limited                  46,500
                                                        
INVESTORS BANK AND TRUST CO.                  20,493,836
                                                        
JP MORGAN (BGI CUSTODY)                       15,604,071
                                                        
JPMorgan Chase Bank                            2,809,934
                                                        
Master Trust Bank                                139,638
                                                        
Mellon Trust - US CUSTODIAN /                    137,090
                                                        
MELLON TRUST OF NEW ENGLAND                       41,626
                                                        
Mitsui Asset                                      31,673
                                                        
NORTHERN TRUST BANK - BGI SEPA                   194,010
                                                        
R C Greig Nominees Limited                       522,484
                                                        
Reflex Nominees Limited                             3150
                                                        
STATE STREET BANK & TRUST - WI                   139,509
                                                        
STATE STREET BOSTON                              911,855
                                                        
STATE STREET TRUST OF CANADA -                    74,800
                                                        
The Northern Trust Company - U                    77,389
                                                        
Trust & Custody Services Bank                    228,475
                                                        
Zeban Nominees Limited                               221
                                                        
TOTAL                                         72,137,031