Director Shareholding

Rolls-Royce PLC
17 December 2002

STOCK EXCHANGE ANNOUNCEMENT


The Company announces the purchase on 10th December 2002 of 98,239 ordinary
shares in the Company by Computershare Trustees Limited (the Trustee) at a price
of 116 pence per share for the purpose of satisfying the purchase of ordinary
shares by eligible employees (including executive directors) under the
Rolls-Royce SharePurchase Plan (the Plan) for the current month. 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 164,084 ordinary shares, all of
which are held on behalf of eligible employees pursuant to the terms of the
Plan.


The number of ordinary shares purchased on this date on behalf of the executive
directors were as follows:


JEV Rose         99


CH Green        99


For further information please contact John Warren, Deputy Company Secretary,
Rolls-Royce plc, tel. no. 01332 245878




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