Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                   5 March 2008

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2008 ordinary shares in the
Company (Shares) were awarded at a price of 440.03 pence per share to Executive
Directors and other Persons Discharging Managerial Responsibility ("PDMRs")
under the terms of the Annual Performance Related Award Deferred Share plan
(APRA) as follows:-

Directors                                    No of Shares          
                                                                   
Sir John Rose                                   34,771             
                                                                   
J M Guyette                                     12,805             
                                                                   
A B Shilston                                    20,313             
                                                                   
C P Smith                                       12,045             
                                                                   
M J Terrett                                     14,888             
                                                                   
PDMR's                                                             
                                                                   
A Arendt                                        12,101             
                                                                   
C E Blundell                                     7,576             
                                                                   
T Brown                                          3,462             
                                                                   
M Cowdry                                         5,258             
                                                                   
E T Curley                                       6,373             
                                                                   
Dr M Haidinger                                   4,675             
                                                                   
M King                                           8,373             
                                                                   
Dr M Lloyd                                       8,991             
                                                                   
Dr M Orris                                       6,403             
                                                                   
J P Paterson                                     9,687             
                                                                   
T Rayner                                         5,336             


The Plan awards deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors and PDMR's from the Rolls-Royce
Group 2008 Employee Share Trust in two years time, provided that they remain an
employee of a Rolls-Royce group company.

For further information, please contact:-

Mark Alflatt - Director of Financial Communications 020 7227 9164