Foreign Shareholding

Rolls-Royce PLC
28 March 2002

                                                                 28 March 2002

                    ROLLS-ROYCE PLC: FOREIGN SHAREHOLDING

Rolls-Royce plc announced today that the aggregate level of foreign
shareholdings in the Company had increased to 46.1%.

Rolls-Royce announced on 26 March 2002 that following the Government's agreement
to remove the aggregate limit on foreign shareholdings of 49.5%, it would be
seeking shareholder approval for this change at its Annual General Meeting on 30
May 2002.  Rolls-Royce also confirmed that it would inform the market in the
event of the aggregate foreign shareholding level exceeding 46%.  The Company
will continue to keep the market informed.

For further information please contact:

Peter Barnes-Wallis
Director - Financial Communications
Rolls-Royce plc
Tel: [phone]
Fax: [phone]
Email: [e-mail]


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