Director Shareholding

Rolls-Royce PLC
19 December 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

    Rolls-Royce plc

2)  Name of director

    Euan Dugald Baird

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a

    non-beneficial interest or in the case of an individual holder if it is a

    holding of that person's spouse or children under the age of 18 or in

    respect of a non-beneficial interest.

    Euan Dugald Baird

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

    NWS Corporate Nominees Limited

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)



6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    market purchase

7)  Number of shares/amount of
    stock acquired

    254,500

8)  Percentage of issued class

    0

9)  Number of shares/amount
    of stock disposed



10) Percentage of issued class



11) Class of security

    ordinary 20p

12) Price per share

    107.25p

13) Date of transaction

    18 December 2002

14) Date company informed

    18 December 2002

15) Total holding following this notification

    254,500
16) Total percentage holding of issued class following this notification

    0

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    John Warren - Deputy Company Secretary - 01332 245878

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification 19 December 2002








                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)  Name of company

    Rolls-Royce plc

2)  Name of director

    Michael Gilbert James William Howse

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a

    non-beneficial interest or in the case of an individual holder if it is a

    holding of that person's spouse or children under the age of 18 or in

    respect of a non-beneficial interest.

    Michael Gilbert James William Howse

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

    Michael Gilbert James William Howse

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)



6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    market purchase

7)  Number of shares/amount of
    stock acquired

     10,000

8)  Percentage of issued class

    0

9)  Number of shares/amount
    of stock disposed



10) Percentage of issued class



11) Class of security

    ordinary 20p

12) Price per share

    106.25p

13) Date of transaction

    19 December 2002

14) Date company informed

    19 December 2002

15) Total holding following this notification

    10,000


16) Total percentage holding of issued class following this notification

    0

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    John Warren - Deputy Company Secretary - 01332 245878

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification 19 December 2002




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