Director/PDMR Shareholding

12 March 2007

                       ROLLS-ROYCE GROUP plc (Amendment)                       

This announcement replaces the announcement made on 8 March 2007 and referenced
PRNUK-0803.


Rolls-Royce announces that on 6 March 2007, ordinary shares in the company were
transferred to the following executive director and person discharging
managerial responsibility (PDMR) by Halifax EES Trustees International Ltd (the
trustee of the Rolls-Royce 2003 Employee Share Trust) in relation to deferred
awards made under the Company's Annual Performance Related Award plan (APRA) in
2005. In addition the director and PDMR sold the number of shares listed below
to discharge their tax obligations arising from the release of the shares.


                                APRA Award   Number of Shares    Total Shares
                               Exercisable  Sold to Discharge     Released to
                                                Tax Liability     Certificate
                                                                             
Director                                                                     
                                                                             
James Guyette                       34,395             15,925          18,470
                                                                             
PDMR                                                                         
                                                                             
Tom Curley                          15,026              7,534           7,492

 
The shares have been held in trust for 2 years for APRA and have been released
by the trustee in accordance with the rules of the Plans.


Each of the executive directors by virtue of being potential beneficiaries of
the trust are technically interested in all of the shares in the trust.

20,024,759 shares are held in the trust following the release of shares.

For further information, please contact:-

Mark Alflatt - Director of Investor Relations 020 7227 9164