Director/PDMR Shareholding

12th April 2006

                             ROLLS-ROYCE GROUP plc                             


Rolls-Royce announces that on 10 April 2006, ordinary shares in the company
were transferred to the following executive director and person discharging
managerial responsibility (PDMR) by Mourant & Co Trustee Ltd (the trustee of
the Rolls-Royce Employee Share Trust) in relation to deferred awards made under
the Company's Deferred Share Incentive Plan (DSIP) in 2003. In addition the
Directors sold the number of shares listed below to discharge their tax
obligations arising from the release of the shares.


                                  DSIP Award  Number of Shares   Total Shares
                                 Exercisable Sold to Discharge    Released to
                                                 Tax Liability    Certificate
                                                                             
Director                                                                     
                                                                             
James M Guyette                      191,691            78,384        113,307
                                                                             
PDMR                                                                         
                                                                             
Edward Thomas Curley                  95,846            72,294         53,552


The shares have been held in trust for 3 years and have been released by the
trustee in accordance with the rules of the Plans.


Each of the Directors by virtue of being potential beneficiaries of the trust
are technically interested in all of the shares in the trust.

30,865,178 shares are held in the trust following the release of shares.

For further information, please contact:-

John Warren - Deputy Company Secretary - Tel. [phone]

Notified on 11 April 2006