Director Shareholding

Rolls-Royce Group plc (the Company) announces that on 9th August 2004, pursuant
to the Rolls-Royce Profit Share Scheme (the PSS) and the Rolls-Royce ShareBonus
Scheme (the SIP), the following executive directors of the Company became
interested in the ordinary shares of 20p each (Ordinary Shares) set out below
in respect of their holdings following their election to convert their
entitlement of non-cumulative redeemable convertible preference shares of 0.1p
each (B shares) into Ordinary Shares. Ordinary Shares in respect of
shareholdings under the PSS and the SIP are held by Computershare Trustees
Limited (the Trustee) as nominee for the director:-

                          PSS                       SIP                      
                                                                             
Sir John Rose             189                       122                      
                                                                             
Colin Green               151                       122                      
                                                                             
Dr Mike Howse             92                        85                       
                                                                             
Andrew Shilston           -                         51                       

Of the PSS holdings above, a proportion of the Ordinary Shares were released by
the Trustee to the following executive directors as set out below because the
underlying Ordinary Shares to which their entitlements relate had passed the
PSS maturity date:

Sir John Rose                          88                                    
                                                                             
Colin Green                            66                                    
                                                                             
Dr Mike Howse                          31                                    

The Company also announces that the following executive director of the Company
retained his B share entitlement set out below which arose in respect of his
holding of Ordinary Shares under the PSP and the SIP:-

                          PSS                       SIP                      
                                                                             
John Cheffins             315,350                   180,700                  

Of the PSS holding above, 123,850 B Shares were released by the Trustee to Mr
Cheffins because the underlying ordinary Shares to which his entitlement
relates had passed the PSS maturity date.

For further information contact John Warren, Deputy Company Secretary, tel. No.
01332 245878.