Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT

The Company announces the purchase on 7th September 2005 of 36,760 ordinary
shares in the Company by Computershare Trustees Limited (the Trustee) at a
price of 349.5 pence per share for the purpose of satisfying the purchase of
ordinary shares by eligible employees (including executive directors) under the
Rolls-Royce SharePurchase Plan (the Plan) for the current month. The Plan has
been approved by the Inland Revenue as a share incentive plan under Schedule 8
to the Finance Act 2000.

Following the transaction the Trustee will hold 6,440,318 ordinary shares, all
of which are held on behalf of eligible employees pursuant to the terms of the
Plan.

The numbers of ordinary shares purchased on this date on behalf of the
executive directors were as follows:

Sir John Rose     36

C H Green         36

A B Shilston      36

CP Smith          36

The numbers of ordinary shares purchased on this date on behalf of persons
discharging managerial responsibility were as follows:

C Blundell        36

C Hole            36

M Lloyd           36

J Rivers          36

M Terrett         36

Company notified 8 September 2005

Dated  8 September 2005

For further information please contact John Warren, Deputy Company Secretary,
Rolls-Royce Group plc, tel. no. 01332 245878