Director Shareholding

Rolls-Royce Group plc (the Company) announces that on 5th January 2005,
pursuant to the Rolls-Royce Profit Share Scheme (the PSS) and the Rolls-Royce
ShareBonus Scheme and SharePurchase Plan (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             55                        88                       
                                                                             
John Cheffins             125                       134                      
                                                                             
Colin Green               46                        88                       
                                                                             
Dr Mike Howse             33                        47                       
                                                                             
Andrew Shilston           -                         49                       

Notified 28 January 2005

Date 31 January 2005

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