Director Shareholding

Rolls-Royce SharePurchase Plan - Stock Exchange Announcement

1. Purchase of Shares

The Company announces on 13th April 2005 the purchase of 1,152,064 ordinary
shares on 6th April 2005 in the Company (Shares) by Computershare Trustees
Limited (the Trustee) at an average price of 251.58 pence per share for the
purpose of satisfying the allocation of Shares to eligible employees (including
executive directors) under the free share element of the Rolls-Royce
SharePurchase Plan (the Plan), known as ShareBonus. 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 6,247,061 Shares, all of which
are held on behalf of eligible employees pursuant to the terms of the Plan.

2. Allocation of Shares

The Company announces the allocation on 11th April 2005 of ordinary shares in
the Company (Shares) by Computershare Trustees Limited to eligible employees
(including executive directors) under the free share element of the Rolls-Royce
SharePurchase Plan (the Plan), known as ShareBonus. The Plan has been approved
by the Inland Revenue as a share incentive plan under Schedule 8 to the Finance
Act 2000. Each participant is the beneficial owner of the Shares allocated to
him or her.

The numbers of Shares allocated on 11th April 2005 to the executive directors
were as follows:

Sir John Rose             1,169

John Cheffins             1,169

Colin Green               1,169

Andrew Shilston           1,169

Notified on 12 April 2005

Date 13 April 2005

For further information please contact:

John Warren - Deputy Company Secretary - Tel. [phone]