Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT

The Company announces the purchase on 8th August 2005 of 36,504 ordinary shares
in the Company by Computershare Trustees Limited (the Trustee) at a price of
345 pence per share for the purpose of satisfying the purchase of ordinary
shares by eligible employees (including executive directors) under the
Rolls-Royce SharePurchase Plan (the Plan) for the current month. The Plan has
been approved by the Inland Revenue as a share incentive plan under Schedule 8
to the Finance Act 2000.

Following the transaction the Trustee will hold 6,436,670 ordinary shares, all
of which are held on behalf of eligible employees pursuant to the terms of the
Plan.

The number of ordinary shares purchased on this date on behalf of the executive
directors were as follows:

Sir John Rose   36

C H Green       36

A B Shilston     36

CP Smith          36

The number of ordinary shares purchased on this date on behalf of persons
discharging managerial responsibility were as follows:

C Blundell        36

C Hole             36

M Lloyd           36

J Rivers            36

M Terrett         36

Company notified 9 August 2005

Dated  9 August 2005

For further information please contact John Warren, Deputy Company Secretary,
Rolls-Royce Group plc, tel. no. 01332 245878