Director Shareholding

Rolls-Royce PLC
28 March 2002

                                                                   28 March 2002

                         DIRECTOR SHAREHOLDINGS


Rolls-Royce plc announces that on 27 March 2002 options were granted to
executive directors under the rules of the Rolls-Royce 1999 Executive Share
Option Plan (the Plan) at an option price of £1.88 per share as follows:-

                             NUMBER OF OPTIONS

J E V ROSE                        638,298
J P CHEFFINS                      398,936
C H GREEN                         279,255
J M GUYETTE                       450,140
P HEIDEN                          398,936
M G J W HOWSE                     199,468


Exercise of these options may normally only occur from the third anniversary of
grant and is generally subject to the satisfaction of a corporate performance
target.



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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