Director Shareholding

Rolls-Royce SharePurchase Plan - Stock Exchange Announcement

1. Purchase of Shares

The Company announces on 15th April 2003 the purchase of 2,384,999 ordinary
shares between the 7th April and 11th April 2003 in the Company (Shares) by
Computershare Trustees Limited (the Trustee) at an average price of 85.66 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 2,384,999 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 14th April 2003 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 14th April 2003 to the executive directors
were as follows:

Sir John Rose            3,614

John Cheffins             3,614

Colin Green               3,614

Dr MGJW Howse      3,614

Andrew Shilston        1,011

For further information please contact:

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