Director Declaration

DECLARATION BY MR IAIN CONN NEWLY APPOINTED NON-EXECUTIVE DIRECTOR       
                           OF ROLLS-ROYCE GROUP plc                            

                      DATE OF APPOINTMENT 20 JANUARY 2005                      

In accordance with the obligations of 16.4 of the Listing Rules in relation to
the appointment of a new director to the Board, Mr Iain Conn has declared the
following information required under 16.4(a) and 16.4(b) of the Listing Rules.

Currently held directorships in publicly quoted companies listed below:-

BP p.l.c

Directorships held in publicly quoted companies within the last 5 years:-

None

In relation to the information required by the Company Announcements Office
under section 6.F2 (b) to (g) of the FSA Listing Rules that there is no such
information to be disclosed.

At the date of his appointment Mr Iain Conn held no shares in Rolls-Royce
Group plc.