DIVESTMENT OF ROLLS-ROYCE GEAR SYSTEMS INC

19 January 2004

                  DIVESTMENT OF ROLLS-ROYCE GEAR SYSTEMS INC                   

Rolls-Royce Group plc today announced the divestment of Rolls-Royce Gear
Systems, Inc (RRGS) to Triumph Group Inc.

The consideration for the divestment is $36 million, giving rise to a small
profit that will be treated as an exceptional item in 2004 accounts. The
proceeds of the disposal will be used for general working capital purposes.

As part of the transaction, Triumph and Rolls-Royce have entered into exclusive
long-term supply agreements for all Rolls-Royce related business.

RRGS was acquired by Rolls-Royce in 1997. The acquisition has been a success,
with RRGS now on a solid financial and operational footing. Rolls-Royce
considers that the future development of RRGS will now be better served being
owned by a business that is focused on gear systems, component manufacture and
actuation. RRGS is a system and sub-system supplier to the aerospace market,
with a focus on gear-driven actuation and gear systems.

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For further information contact:

Peter Barnes-Wallis

Director-Financial Communications

Rolls-Royce plc

Tel: [phone]

Website: www.rolls-royce.com

Notes to Editors

Triumph Group, Inc.

Triumph Group, Inc. headquartered in Wayne, Pennsylvania, designs, engineers,
manufactures, repairs and overhauls aircraft components and industrial gas
turbine components and accessories. The Company serves a broad, worldwide
spectrum of the aviation industry, including commercial airlines and air cargo
carriers, as well as original equipment manufacturers of aircraft and aircraft
components and power generation equipment.

Rolls-Royce plc

Rolls-Royce plc operates in four global markets - civil aerospace, defence
aerospace, marine and energy. It invests in technology and capability that can
be exploited in each of these sectors to create a competitive range of
products.

The success of these products is demonstrated by the company's rapid and
substantial gains in market share over recent years. As a result, engine
deliveries have grown and the company now has a total of 54,000 gas turbines in
service worldwide. The investments in product, capability and infrastructure to
gain this market position create high barriers to entry.

Rolls-Royce has a broad customer base comprising more than 500 airlines, 4,000
corporate and utility aircraft and helicopter operators, 160 armed forces and
more than 2,000 marine customers, including 50 navies. The company has energy
customers in nearly 120 countries. Rolls-Royce employs around 36,000 people, of
which 22,000 are in the UK. Forty per cent of its employees are based outside
the UK - including 5,000 in the rest of Europe and 8,000 in North America.