Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                             ROLLS-ROYCE GROUP PLC                             

3 March 2006

The Rolls-Royce Group plc announces that on 1 March 2006, awards (Awards) to
acquire ordinary shares in the Company (Shares) were granted to the following
executive Directors and other Persons Discharging Managerial Responsibility
under the Rolls-Royce Group plc Performance Share Plan. No amount is payable
for the grant of an Award.

                          No of Shares                                         
                                                                               
Sir John Rose               177,240                                            
                                                                               
J P Cheffins                 86,536                                            
                                                                               
J M Guyette                  72,670                                            
                                                                               
A B Shilston                 82,930                                            
                                                                               
C P Smith                    54,085                                            
                                                                               
A Arendt                     72,113                                            
                                                                               
C E Blundell                 36,620                                            
                                                                               
B Baker                      32,958                                            
                                                                               
M Cowdry                     35,174                                            
                                                                               
E T Curley                   38,817                                            
                                                                               
C J Hole                     38,451                                            
                                                                               
Dr S Lanyado                 66,074                                            
                                                                               
Dr M Lloyd                   60,395                                            
                                                                               
J P Paterson                 39.031                                            
                                                                               
J R Rivers                   40,282                                            
                                                                               
M J Terrett                  60,638                                            

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the median of the constituent companies in the FTSE 100 Index on
the date of grant, the total number of Shares realisable will be increased by
25%. The number of Shares set out in the table above is the maximum which could
be released before applying the 25% uplift.

For further information, please contact:-

Peter Barnes-Wallis Tel.no 0207 227 9141