Director Shareholding

Rolls-Royce SharePurchase Plan - Stock Exchange Announcement

1. Purchase of Shares

The Company announces on 8th April 2004 the purchase of 998,260 ordinary shares
in the Company (Shares) by Computershare Trustees Limited (the Trustee) at a
price of 231.25 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 4,772,701 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 13th April 2004 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 13th April 2004 to the executive directors
were as follows:

Sir John Rose 1,297

John Cheffins 1,297

Colin Green 1,297

Andrew Shilston 1,297

For further information please contact:

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