Director Shareholding

Rolls-Royce PLC
13 March 2002



                                                                 13th March 2002


ROLLS-ROYCE plc


Rolls-Royce announces that on 12th March 2002 ordinary shares in the company
were transferred to the following executive directors by Ogier Trustee Ltd (the
trustee of the Rolls-Royce Employee Share Trust) in relation to awards made
under the Company's Deferred Annual Bonus Plan (the Plan) in 2000.


                                          Shares Released

R T Turner                                     13,501
J P Cheffins                                   17,064


The shares have been held in trust for 2 years and have been released by the
trustee in accordance with the rules of the Plan.


Each of the Directors by virtue of being beneficiaries of the trust are
technically interested in all of the shares in the trust.  Before the release
2,775,608 shares were held in the trust and following the release 2,745,043
shares are now held in the trust.


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