Director/PDMR Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                   2 March 2007

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2007 ordinary shares in the
Company (Shares) were conditionally awarded at a price of 501.62 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:-

                                             No of Shares          
                                                                   
Sir John Rose                                   42,091             
                                                                   
J P Cheffins                                    19,394             
                                                                   
J M Guyette                                     18,852             
                                                                   
A B Shilston                                    23,237             
                                                                   
C P Smith                                       16,387             
                                                                   
A Arendt                                        15,731             
                                                                   
C E Blundell                                    11,563             
                                                                   
B Baker                                          8,971             
                                                                   
M Cowdry                                         9,538             
                                                                   
E T Curley                                       6,938             
                                                                   
Dr M Haidinger                                   1,826             
                                                                   
Dr M Lloyd                                       8,602             
                                                                   
Dr M Orris                                       3,581             
                                                                   
J P Paterson                                     6,285             
                                                                   
J R Rivers                                      10,327             
                                                                   
M J Terrett                                     15,583             


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
2003 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 Investor Relations 020 7227 9164