Director/PDMR Shareholding

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 DR 3.1.4R(1).

(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 (i) a transaction       
     ROLLS-ROYCE GROUP PLC                  notified in accordance with DR     
                                            3.1.4R(1)(a); or                   
                                                                               
                                            (ii) DR 3.1.4(R)(1)(b) a disclosure
                                            made in accordance with section 324
                                            (as extended by section 328) of the
                                            Companies Act 1985; or             
                                                                               
                                            (ii) ONLY                          
                                                                               
                                            (iii) both (i) and (ii)            
                                                                               
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 
     BRIAN BAKER                            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 OPTION UNDER THE       
     them                                   ROLLS-ROYCE 1999 EXECUTIVE SHARE   
                                            OPTION PLAN:-                      
     BRIAN BAKER - 40,246                                                      
                                            227,273 @77p granted 28/03/2003    
     HEATHER JANE BAKER - 4,605                                                
                                                                               

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)       
     227,273                                                                   
                                                                               
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)       
     227,273                                                                   
                                                                               
13.  Price per share or value of       14.  Date and place of transaction      
     transaction                                                               
                                                                               
     414.40p                                18 MAY 2006                        
                                                                               
15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage                                         
     holding following notification         18 MAY 2006                        
     (any treasury shares should not                                           
     be taken into account when                                                
     calculating percentage)                                                   
                                                                               

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                
                                                                              
                                            PETER BARNES-WALLIS 020 7227 9141 

Name and signature of duly authorised officer of issuer responsible for making 
notification                                                                   
                                                                               
JOHN WARREN - DEPUTY COMPANY SECRETARY                                         
                                                                               
__________________________________________________________                     
                                                                               
Date of notification 18 MAY 2006