Director Shareholding

Rolls-Royce PLC
22 March 2002




                                                                 22nd March 2002



                                 ROLLS-ROYCE plc

Rolls-Royce announces that on 22nd 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
Sir Ralph Robins                                      18,385
Dr MGJW Howse                                         9,617





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
2,583,830 shares were held in the trust and following the release 2,555,828
shares are now held in the trust.



For more information please contact:



Peter Barnes-Wallis                                   Colin Duncan
Director - Financial Communications                   Director - Corporate
                                                      Communications
Rolls-Royce plc                                       Rolls-Royce plc
Tel:  [phone]                                Tel:  [phone]
Fax: [phone]                                 Fax:  [phone]





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