Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                 4th April 2003

                                ROLLS-ROYCE PLC                                

Rolls-Royce plc announces that on 3rd April 2003 ordinary shares in the Company
(Shares) were conditionally awarded to Executive Directors under the terms of
the Rolls-Royce Deferred Share Plan (DSP) and the Rolls-Royce Deferred Share
Incentive Plan (DSIP) as follows:-

                                         DSP           DSIP    
                                                               
Sir John Rose                          123,869       275,086   
                                                               
J P Cheffins                            77,419       171,928   
                                                               
C H Green                               83,049       160,467   
                                                               
J M Guyette                             78,487       174,303   
                                                               
M G J W Howse                           60,424          -      

The Plans award deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors from the Rolls-Royce Employee
Share Trust, in two years time in the case of the DSP and three years time in
the case of the DSIP, provided the Executive Director has remained an employee
of the Rolls-Royce Group.

For further information, please contact:-

John Warren - Deputy Company Secretary - 01332 245878