Director/PDMR Shareholding

16th May 2006

                             ROLLS-ROYCE GROUP plc                             

Rolls-Royce announces that on 26 April 2006, ordinary shares in the company
were transferred to the following 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 Annual
Performance Related Award plan (APRA) in 2004 and the Deferred Share Incentive
Plan (DSIP) in 2003. In addition the Director sold the number of shares listed
below to discharge his tax obligation arising from the release of the shares.


          APRA Award  Number of       Total   DSIP Award  Number of       Total
         Exercisable     Shares      Shares  Exercisable     Shares      Shares
                        Sold to Released to                 Sold to Released to
                      Discharge Certificate               Discharge Certificate
                            Tax                                 Tax            
                      Liability                           Liability            
                                                                               
PDMR                                                                           
                                                                               
Michael       28,514     11,691      16,823      135,276     55,464      79,812
Terrett                                                                        

 
The shares have been held in trust for 2 years for APRA and 3 years for DSIP
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.

27,182,591 shares are held in the trust following the release of shares.

Notified 16 May 2006

For further information, please contact:-

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