Director Shareholding

Rolls-Royce PLC
28 March 2002

                                                                 28th March 2002

                               ROLLS-ROYCE plc


Rolls-Royce announces that on 27th 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 awards made
under the Company's Deferred Annual Bonus Plan (the Plan) in 2000.

                     Shares Released
J M Guyette              15,439



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 beneficiaries of the trust are
technically interested in all of the shares in the trust.  Before the release
2,308,463 shares were held in the trust and following the release 2,293,114
shares are now held in the trust.



For further information please contact:

Peter Barnes-Wallis
Director - Financial Communications
Rolls-Royce plc
Tel: [phone]
Website: www.rolls-royce.com


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