Director Shareholding

SCHEDULE 11                                  

         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

All relevant boxes should be completed in block capital letters.

1.  Name of company                     2.  Name of director                   
                                                                               
    Rolls-Royce Group plc                   Sir Philip John Weston             



3.  Please state whether notification   4.  Name of the registered holder(s)   
    indicates that it is in respect of      and, if more than one holder, the  
    holding of the shareholder named in     number of shares held by each of   
    2 above or in respect of a              them (if notified)                 
    non-beneficial interest or in the                                          
    case of an individual holder if it                                         
    is a holding of that person's                                              
    spouse or children under the age of                                        
    18 or in respect of a                                                      
    non-beneficial interest                                                    
                                                                               
    In 2 above                                                                 



5.  Please state whether notification   6.  Please state the nature of the     
    relates to a person(s) connected        transaction. For PEP transactions  
    with the director named in 2 above      please indicate whether general/   
    and identify the connected person       single co PEP and if discretionary/
    (s)                                     non discretionary                  
                                                                               
                                            Market purchase                    



7.   Number of       8.   Percentage of 9.   Number of       10.  Percentage of
     shares/amount        issued class       shares/amount        issued class 
     of stock                                of stock                          
     acquired                                disposed                          
                                                                               
     157                  n/a                                                  



11.  Class of       12.  Price per     13.  Date of        14.  Date company  
     security            share              transaction         informed      
                                                                              
     Ordinary            181p               09/02/2004          09/02/2004    



15.  Total holding following this       16.  Total percentage holding of issued
     notification                            class following this notification 
                                                                               
     5,052                                   n/a                               



If a director has been granted options by the company please complete the
following boxes.

17.  Date of grant                      18.  Period during which or date on    
                                             which options exercisable         
                                                                               



19.  Total amount paid (if any) for     20.  Description of shares or          
     grant of the option                     debentures involved: class, number
                                                                               



21.  Exercise price (if fixed at time   22.  Total number of shares or         
     of grant) or indication that price      debentures over which options held
     is to be fixed at time of exercise      following this notification       
                                                                               



23.  Any additional information         24.  Name of contact and telephone     
                                             number for queries                
                                                                               
     The above purchase of shares were       John Warren - 01332 245878        
     made yesterday under arrangements                                         
     for directors to purchase shares                                          
     on a monthly basis using a                                                
     percentage of their after tax                                             
     fees. The above purchase is                                               
     consistent with the arrangements                                          
     which were put in place and                                               
     commenced in September 2003.                                              



25.   Name and signature of authorised company official responsible for making 
      this notification                                                        
                                                                               
      John Warren, Deputy Company Secretary                                    
                                                                               
      Date of notification 09/02/2004