Director Shareholding

ROLLS-ROYCE GROUP PLC (the Company)                      

10 March 2005

The Company announces that on 8 March 2005, awards (Awards) to acquire ordinary
shares in the Company (Shares) were granted to the following executive
Directors under the Rolls-Royce Group plc Performance Share Plan. No amount is
payable for the grant of an Award.

Director                           No. of Shares under Award           
                                                                       
Sir John Rose                      263,782 Shares                       
                                                                       
John Cheffins                      118,517 Shares                      
                                                                       
Colin Green                        97,006 Shares                       
                                                                       
James Guyette                      93,871 Shares                       
                                                                       
Michael Howse                      83,599 Shares                       
                                                                       
Andrew Shilston                    109,596 Shares                      

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the Annual report. One such condition is
that if the Company's total shareholder return at the end of the performance
period exceeds the median of the constituent companies in the FTSE 100 Index on
the date of grant, the total number of Shares realisable will be increased by
25%. The number of Shares set out in the table above is the maximum which could
be released before applying the 25% uplift.

For further information, please contact:-

John Warren - Deputy Company Secretary Tel.no 01332 245878

Notified on 9 March 2005