Director Shareholding

Rolls-Royce PLC
11 April 2001


ROLLS-ROYCE plc (The Company)

The Company announces the purchase on 10th April 2001 of 1,860,453 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 212.96
pence 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) on 11th April 2001.

The Scheme is approved by the Inland Revenue as a profit sharing scheme.
Following this transaction, the Trustee holds 1,860,453 Shares all but 49974
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 11th April 2001 appropriations of Shares were made to Executive Directors
as follows:


Sir Ralph Robins                                                   3333
John Edward Victor Rose                                            3756
Colin Henry Green                                                  2837
Paul Heiden                                                        3062
Philip Charles Ruffles                                             2837
Richard Timms Turner                                               2342
John Patrick Cheffins                                              2477