Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                 3rd March 2006

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2006 ordinary shares in the
Company (Shares) were conditionally awarded at a price of £4.4760 per share to
Executive Directors and other Persons Discharging Managerial Responsibility
("PDMRs") under the terms of the Annual Performance Related Award plan (APRA)
as follows:-

                            No of Shares                        
                                                                
Sir John Rose                  42,777                           
                                                                
J P Cheffins                   21,055                           
                                                                
C H Green                      17,234                           
                                                                
J M Guyette                    22,271                           
                                                                
A B Shilston                   23,634                           
                                                                
C P Smith                      11,041                           
                                                                
A Arendt                       22,707                           
                                                                
C E Blundell                   11,187                           
                                                                
B Baker                        7,898                            
                                                                
M Cowdry                       8,784                            
                                                                
E T Curley                     8,901       
                                                                
C J Hole                       8,247       
                                                                
Dr S Lanyado                  18,160       
                                                                
Dr M Lloyd                    12,741       
                                                                
J P Paterson                   4,692       
                                                                
J R Rivers                    10,349       
                                                                
M J Terrett                   14,777       
                                                                

The Plan awards deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors from the Rolls-Royce Employee
Share Trust in two years time, provided that the PDMR remains an employee of
Rolls-Royce.

For further information, please contact:-

Peter Barnes-Wallis - 020 7227 9141