Director Shareholding

19th April 2004

                             ROLLS-ROYCE GROUP plc                             

Rolls-Royce announces that on 16th April 2004, ordinary shares in the company
were transferred to the following executive directors by Mourant & Co Trustee
Ltd (the trustee of the Rolls-Royce Employee Share Trust) in relation to
deferred awards made under the Company's Annual Performance Related Award plan
(the Plan) in 2001. In addition the Directors sold the number of shares listed
below to discharge the tax obligation arising from the release of the shares.

  

                   Shares Released    Sold to Discharge Tax 
                                            Obligation      
                                                            
                                                            
                                                            
Sir John Rose          74,838                 30,684        
                                                            
J M Guyette            52,778                 25,951        

 

 

The shares have been held in trust for 2 years and have been released by the
trustee in accordance with the rules of the Plan.

 

Each of the Directors by virtue of being potential beneficiaries of the trust
are technically interested in all of the shares in the trust. Before the
release 3,880,506 shares were held in the trust and following the release
3,752,890 shares are now held in the trust.

 

For further information, please contact:-

John Warren - Deputy Company Secretary - Tel. [phone]