RR. Rolls-royce Holdings Plc

RNS No 7930d
ROLLS-ROYCE PLC


                    DEALINGS BY SUBSTANTIAL SHAREHOLDERS

1)  NAME OF COMPANY

ROLLS-ROYCE PLC

2)  NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

MERCURY ASSET MANAGEMENT PLC
MERCURY ASSET MANAGEMENT GROUP PLC

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 BELOW LETTER
NON BENEFICIAL

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

SEE BELOW LETTER

5)  Number of shares/amount of stock acquired.

15,173,013

6)  ( 1.02 %) of issued Class

7)  Number of shares/amount of stock disposed

N/A

8)  ( N/A %) of issued Class

9)  Class of security

ORDINARY

10) Date of transaction

30 JUNE 1997

11) Date company informed

1 JULY 1997

12) Total holding following this notification

177,672,953

13) Total percentage holding of issued class following this notification

12.02

14) Any additional information

N/A

15) Name of contact and telephone number for queries

W BOLDISON
01332 245090

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

    Date of Notification....1 JULY 1997.........


LETTER TO: ROLLS ROYCE PLC

COMPANIES ACT 1985 ss. 198 - 202 (AS AMENDED)

We are advised that there has been a change of circumstances affecting the
interests which Mercury Asset Management plc has in the relevant share capital
of your company which have previously been disclosed to you under the above Act.
Save where specifically identified to the contrary such interests arise by
reason of discretionary investment management arrangements entered into by us or
by our subsidiaries.  Each such subsidiary is interested in the relevant share
capital to the extent set out in the attachment and, where applicable, this
letter constitutes disclosure on behalf of such subsidiaries.  Relevant details
of such interests are set out in the attachment to this letter.

We would also notify you that by reason of the provision of section 203 of the
above Act Mercury Asset Management Group plc, the holding company of Mercury
Asset Management plc, is deemed to have interests as disclosed in the
attachment to this letter and we should be grateful if you would treat this
letter as making such disclosure on its behalf.

LETTER FROM: MERCURY ASSET MANAGEMENT PLC


COMPANY NAME:       Rolls Royce plc
CLASS OF SHARES:    20p Ordinary Shares
TOTAL INTEREST HELD BY MERCURY ASSET MANAGMENT PLC:    177,672,953   (12.02%)

REGISTERED HOLDER             NO. OF SHARES     INVESTMENT       BENEFICIAL 
(IF KNOWN)                                      MANAGEMENT       INTERESTS?
                                                COMPANY (IF      (YES/NO)
                                                SEPARATELY
                                                DISCLOSABLE)

Nutraco Nominees Ltd
(Designated and Undesignated)    12,985,089                      No
Junction Nominees Ltd            18,660,000                      No
Stamford Nominees Ltd               
(Designated & Undesignated)         170,702                      No
Other Name(s)                    31,857,162                      No

                    TOTAL       177,672,953

END

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