Director/PDMR Shareholding

Rolls-Royce SharePurchase Plan - Stock Exchange Announcement


1. Purchase of Shares


The Company announces on 10th April 2006 the purchase of 236,398 ordinary
shares on 3rd April 2006 in the Company (Shares) by Computershare Trustees
Limited (the Trustee) at an average price of 457.88 pence per share for the
purpose of satisfying the allocation of Shares to eligible employees (including
executive directors) under the free share element of the Rolls-Royce
SharePurchase Plan (the Plan), known as ShareBonus. The Plan has been approved
by the Inland Revenue as a share incentive plan under Schedule 8 to the Finance
Act 2000.


Following the transaction the Trustee will hold 7,230,742 shares, all of which
are held on behalf of eligible employees pursuant to the terms of the Plan.


2. Allocation of Shares


The Company announces the allocation on 6th April 2006 of ordinary shares in
the Company (Shares) by Computershare Trustees Limited to eligible employees
(including executive directors) under the free share element of the Rolls-Royce
SharePurchase Plan (the Plan), known as ShareBonus. The Plan has been approved
by the Inland Revenue as a share incentive plan under Schedule 8 to the Finance
Act 2000. Each participant is the beneficial owner of the Shares allocated to
him or her.


The numbers of Shares allocated on 6th April 2006 to the executive directors
and PDMR's were as follows:


John Cheffins        649
Andrew Shilston      649
Colin Smith          649

PDMR's

Charles Blundell     649
Brian Baker          649
Christopher Hole     649
Saul Lanyado         649

Notified on 10 April 2006

Date 10 April 2006

For further information please contact:

John Warren - Deputy Company Secretary - Tel. [phone]