Director Shareholding

Rolls-Royce PLC
16 April 2002


                                                                   16 April 2002

                    Rolls-Royce plc - Director Shareholdings


The Company announces the purchase on 15th April 2002 of 2,276,175 ordinary
shares in the Company (Shares) by Computershare Trustees Limited trustee of the
Rolls-Royce plc Profit Sharing Share Scheme (the Trustee) at a price of £1.8779
pence for the purpose of satisfying appropriations of Shares made to eligible
employees (including Executive Directors) under the Rolls-Royce plc Profit
Sharing Share Scheme (the Scheme) on 15th April 2002.

The Scheme is approved by the Inland Revenue as a profit sharing scheme.
Following this transaction, the Trustee holds 5,579,194 shares all but 65,926 of
which have been appropriated to eligible employees pursuant to the terms of the
Scheme. Each participant is the beneficial owner of the Shares appropriated to
him or her.

On 15th April 2002 appropriations of Shares were made to Executive Directors as
follows:

Sir Ralph Robins                                  4,086

John Edward Victor Rose                           4,260

John Patrick Cheffins                             3,830

Colin Henry Green                                 3,575

Paul Heiden                                       3,830

Michael Gilbert James William Howse               2,554

Richard Timmis Turner                             2,860


For further 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]



                      This information is provided by RNS
            The company news service from the London Stock Exchange