Directors' Notification of Dealing in Shares

Rolls-Royce PLC
17 April 2000


ROLLS-ROYCE plc

Rolls-Royce plc (the Company) today announced the purchase on 13 April 
2000 of 415,000 and on 14 April 2000 of 1,035,000 of ordinary shares in the 
Company (Shares) by Computershare Services Limited (trustee of the Rolls-
Royce plc Profit Sharing Scheme (the Trustee)) at a price of 227.20 pence 
and at a price of 229.08 pence per Share respectively for the purpose of 
satisfying appropriations of Shares made to eligible employees (including 
Executive Directors) under the Rolls-Royce plc Profit Sharing Scheme (the 
Scheme) made on 17 April 2000.

The Scheme is approved by the Inland Revenue as a profit sharing scheme.  
Following this transaction, the Trustee holds 1,450,000 shares, all but 625 of

which has been appropriated to eligible employees pursuant to the terms of 
the scheme.  Each participant is the beneficial owner of the shares 
appropriated to him or her.

On 17 April 2000, appropriations of Shares were made to Executive Directors 
as follows:


Sir Ralph Robins               2743

J E V Rose                     3575

C H Green                      2572

P Heiden                       2443

P C Ruffles                    2143

R T Turner                     2015

For more information please contact
Christopher Springham, Acting Director of Corporate Communications
Tel:  [phone]  Fax:  [phone]
e-mail:  [e-mail]