Director Shareholding

Rolls-Royce PLC
12 March 2002


                                                                 12th March 2002

                                    ROLLS-ROYCE plc


Rolls-Royce announces that on 11th March 2002, ordinary shares in the company
were transferred to the following executive directors by Ogier Trustee Ltd (the
trustee of the Rolls-Royce Employee Share Trust) in relation to deferred awards
made under the Company's Deferred Annual Bonus Plan (the Plan) in 2000.  In
addition these Directors sold the numbers of shares listed below to discharge
the tax obligation arising from the release of the shares.

                       Shares Released        Sold to Discharge Tax Obligation

C H Green                  17,236                             6,894
P Heiden                   16,374                             6,550
J E V Rose                 27,290                            10,916


The shares have been held in trust for 2 years and have been released by the
trustee in accordance with the rules of the Plan.

Each of the Directors by virtue of being potential beneficiaries of the trust
are technically interested in all of the shares in the trust.  Before the
release 3,011,008 shares were held in the trust and following the release
2,950,108 shares are now held in the trust.


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