Director Shareholding

Rolls-Royce PLC
13 November 2002

STOCK EXCHANGE ANNOUNCEMENT



The Company announces the purchase on 7th November 2002 of 65,845 ordinary
shares in the Company by Computershare Trustees Limited (the Trustee) at a price
of 122.75 pence per share for the purpose of satisfying the purchase of ordinary
shares by eligible employees (including executive directors) under the
Rolls-Royce SharePuchase Plan (the Plan) for the current month. 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 65,845 ordinary shares, all of
which are held on behalf of eligible employees pursuant to the terms of the
Plan.



The number of ordinary shares purchased on this date on behalf of the executive
directors were as follows:



JEV Rose    93
CH Green    93








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