Holding in Company

Rolls-Royce PLC
25 October 2000



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

ROLLS-ROYCE PLC


2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

ABN AMRO EQUITIES (UK) LTD


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

SEE LETTER BELOW


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

ABN AMRO EQUITIES (UK) LTD


5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class



7)   Number of shares/amount of stock disposed



8)   ( N/A %) of issued Class


9)   Class of security

ORDINARY SHARES


10)  Date of transaction

24/10/00


11)  Date company informed

24/10/00


12)  Total holding following this notification

REDUCED BELOW 3% NOTIFIABLE INTEREST THRESHOLD
               
              
13)  Total percentage holding of issued class following this notification



14)  Any additional information

SEE LETTER BELOW


15)  Name of contact and telephone number for queries

J. WARREN  01332-245878


16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ... 25 OCTOBER 2000 ...


LETTER TO: ROLLS-ROYCE PLC
DATED 24 OCTOBER 2000

RE: COMPANIES ACT 1985 - DISCLOSURE OF INTEREST IN VOTING RIGHTS

This is to inform you that, in compliance with Part VI of the above Act, as
amended, ABN AMRO Equities (UK) Limited no longer has a notifiable interest of
ordinary 20p shares in your company as at 23 October 2000.

LETTER FROM: ABN AMRO