Director Shareholding

SCHEDULE 11                                  
                                                                               
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1)  Name of company     ROLLS-ROYCE plc



2)  Name of director    John Edward Victor Rose



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 or in respect
of a non-beneficial interest

    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 (if notified)

    Clydesdale Bank (Head Office)Nominees Ltd a/c TIM 

   
5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    Trustees of the W. V Rose Grandchildrens Settlement

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    Market Purchase

7)  Number of shares/amount of
    stock acquired

    42,250

8)  Percentage of issued class

    0%


9)  Number of shares/amount
    of stock disposed



10) Percentage of issued class


11) Class of security

    Ordinary 20p shares

12) Price per share

    71p

13) Date of transaction

    17 March 2003

14) Date company informed

    17 March 2003

15) Total holding following this notification

    42,250 non-beneficial interest, 229,689 beneficial interest

16) Total percentage holding of issued class following this notification

    0%

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification


23) Any additional information


24) Name of contact and telephone number for queries

    John Warren - Deputy Company Secretary - 01332 245878

25) Name and signature of authorised company official responsible for
    making this notification. John Warren, Deputy Company Secretary


    Date of Notification 17 March 2003


                                  SCHEDULE 11                                  
                                                                               
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1)  Name of company     ROLLS-ROYCE plc



2)  Name of director    John Edward Victor Rose



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 or in respect
of a non-beneficial interest

    child under the age of 18

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

    Charles John Victor Rose

   
5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    Child under the age of 18

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    Market Purchase

7)  Number of shares/amount of
    stock acquired

    13,793

8)  Percentage of issued class

    0%


9)  Number of shares/amount
    of stock disposed



10) Percentage of issued class


11) Class of security

    Ordinary 20p shares

12) Price per share

    72.5p

13) Date of transaction

    17 March 2003

14) Date company informed

    17 March 2003

15) Total holding following this notification

    229,689 beneficial interest, 42,250 non-beneficial interest

16) Total percentage holding of issued class following this notification

    0%

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification


23) Any additional information


24) Name of contact and telephone number for queries

    John Warren - Deputy Company Secretary - 01332 245878

25) Name and signature of authorised company official responsible for
    making this notification. John Warren, Deputy Company Secretary


    Date of Notification 17 March 2003