NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director /person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1.   Name of the issuer                2.   State whether the notification
                                            relates to
     ROLLS-ROYCE HOLDINGS PLC
                                            (i) a transaction notified in
                                            accordance with DTR 3.1.2 R

                                            (I) ONLY

                                            (ii) a disclosure made in
                                            accordance with LR 9.8.6R(1) or

                                            (iii) a disclosure made in
                                            accordance with section 793 of the
                                            Companies Act 2006
                                                                               
3.   Name of person discharging        4.   State whether notification relates 
     managerial responsibilities/           to a person connected with a person
     director                               discharging managerial
                                            responsibilities/director named in
     Mark Morris                            3 and identify the connected person

                                            N/A
                                                                               

5. Indicate whether the notification 6. Description of shares (including

     is in respect of a holding of the      class), debentures or derivatives
     person referred to in 3 or 4           or financial instruments relating
     above or in respect of a               to shares
     non-beneficial interest
                                            ORDINARY SHARES OF 20p EACH
     IN 3 ABOVE
                                                                               
7.   Name of registered shareholders   8    State the nature of the transaction
     (s) and, if more than one, the
     number of shares held by each of       EXERCISE OF SHARESAVE OPTION
     them

     Mark Morris -63,351

     A J Morris - 8,521

9. Number of shares, debentures or 10. Percentage of issued class acquired

     financial instruments relating to      (treasury shares of that class
     shares acquired                        should not be taken into account
                                            when calculating percentage)
     872
                                                                               

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

     shares disposed                        should not be taken into account
                                            when calculating percentage)

13.  Price per share or value of       14.  Date and place of transaction
     transaction

     387p                                   20 February 2013

15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage
     holding following notification         21 February 2013
     (any treasury shares should not
     be taken into account when
     calculating percentage)

     72,744

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17   Date of grant                     18.  Period during which or date on
                                            which it can be exercised

19.  Total amount paid (if any) for    20.  Description of shares or
     grant of the option                    debentures involved (class and
                                            number)

21.  Exercise price (if fixed at time  22.  Total number of shares or
     of grant) or indication that           debentures over which options held
     price is to be fixed at the time       following notification
     of exercise

23.  Any additional information        24.  Name of contact and telephone     
                                            number for queries

                                            Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY

__________________________________________________________

Date of notification 22 February 2013                                          

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director /person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1.   Name of the issuer                2.   State whether the notification
                                            relates to
     ROLLS-ROYCE HOLDINGS PLC
                                            (i) a transaction notified in
                                            accordance with DTR 3.1.2 R

                                            (I) ONLY

                                            (ii) a disclosure made in
                                            accordance with LR 9.8.6R(1) or

                                            (iii) a disclosure made in
                                            accordance with section 793 of the
                                            Companies Act 2006
                                                                               
3.   Name of person discharging        4.   State whether notification relates 
     managerial responsibilities/           to a person connected with a person
     director                               discharging managerial
                                            responsibilities/director named in
     Andrew Heath                           3 and identify the connected person

                                            N/A
                                                                               

5. Indicate whether the notification 6. Description of shares (including

     is in respect of a holding of the      class), debentures or derivatives
     person referred to in 3 or 4           or financial instruments relating
     above or in respect of a               to shares
     non-beneficial interest
                                            ORDINARY SHARES OF 20p EACH
     IN 3 ABOVE
                                                                               
7.   Name of registered shareholders   8    State the nature of the transaction
     (s) and, if more than one, the
     number of shares held by each of       EXERCISE OF SHARESAVE OPTION
     them

     Andrew Heath

9. Number of shares, debentures or 10. Percentage of issued class acquired

     financial instruments relating to      (treasury shares of that class
     shares acquired                        should not be taken into account
                                            when calculating percentage)
     2018
                                                                               

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

     shares disposed                        should not be taken into account
                                            when calculating percentage)

13.  Price per share or value of       14.  Date and place of transaction
     transaction

     416.1p                                 6 February 2013

15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage
     holding following notification
     (any treasury shares should not
     be taken into account when
     calculating percentage)

     138,406                                22 February 2013

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17   Date of grant                     18.  Period during which or date on
                                            which it can be exercised

19.  Total amount paid (if any) for    20.  Description of shares or
     grant of the option                    debentures involved (class and
                                            number)

21.  Exercise price (if fixed at time  22.  Total number of shares or
     of grant) or indication that           debentures over which options held
     price is to be fixed at the time       following notification
     of exercise

23.  Any additional information        24.  Name of contact and telephone     
                                            number for queries

                                            Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY

__________________________________________________________

Date of notification 22 February 2013                                          

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.2 R.

(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director /person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes should in block capital letters.

1.   Name of the issuer                2.   State whether the notification
                                            relates to
     ROLLS-ROYCE HOLDINGS PLC
                                            (i) a transaction notified in
                                            accordance with DTR 3.1.2 R

                                            (I) ONLY

                                            (ii) a disclosure made in
                                            accordance with LR 9.8.6R(1) or

                                            (iii) a disclosure made in
                                            accordance with section 793 of the
                                            Companies Act 2006
                                                                               
3.   Name of person discharging        4.   State whether notification relates 
     managerial responsibilities/           to a person connected with a person
     director                               discharging managerial
                                            responsibilities/director named in
     Mark King                              3 and identify the connected person

                                            N/A
                                                                               

5. Indicate whether the notification 6. Description of shares (including

     is in respect of a holding of the      class), debentures or derivatives
     person referred to in 3 or 4           or financial instruments relating
     above or in respect of a               to shares
     non-beneficial interest
                                            ORDINARY SHARES OF 20p EACH
     IN 3 ABOVE
                                                                               
7.   Name of registered shareholders   8    State the nature of the transaction
     (s) and, if more than one, the
     number of shares held by each of       EXERCISE OF SHARESAVE OPTION
     them

     Mark King -4,034

     Penelope King - 106,550

9. Number of shares, debentures or 10. Percentage of issued class acquired

     financial instruments relating to      (treasury shares of that class
     shares acquired                        should not be taken into account
                                            when calculating percentage)
     177
                                                                               

11. Number of shares, debentures or 12. Percentage of issued class disposed

financial instruments relating to (treasury shares of that class

     shares disposed                        should not be taken into account
                                            when calculating percentage)

13.  Price per share or value of       14.  Date and place of transaction
     transaction

     416.1p                                 4 February 2013

15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage
     holding following notification         22 February 2013
     (any treasury shares should not
     be taken into account when
     calculating percentage)

     110,761

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17   Date of grant                     18.  Period during which or date on
                                            which it can be exercised

19.  Total amount paid (if any) for    20.  Description of shares or
     grant of the option                    debentures involved (class and
                                            number)

21.  Exercise price (if fixed at time  22.  Total number of shares or
     of grant) or indication that           debentures over which options held
     price is to be fixed at the time       following notification
     of exercise

23.  Any additional information        24.  Name of contact and telephone     
                                            number for queries

                                            Simon Goodson 0207 227 9237

Name and signature of duly authorised officer of issuer responsible for making notification

PAUL DAVIES - DEPUTY COMPANY SECRETARY

__________________________________________________________                     

Date of notification 22 February 2013

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