Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS

This form is intended for use by anissuer to make a RIS notification required
by DR 3.1.4R(1).

(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director
/person discharging managerial responsibilities should complete boxes 1 to 3
and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should complete
boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Notification of Transactions of Directors/Persons Discharging Managerial
Responsibility and Connected Persons

Please complete all relevant boxes should in block capital letters.

1.   Name of the issuer                2.   State whether the notification     
                                            relates to (i) a transaction       
     ROLLS-ROYCE GROUP PLC                  notified in accordance with DR     
                                            3.1.4R(1)(a) ; or                  
                                                                               
                                            (ii) DR 3.1.4(R)(1)(b) a disclosure
                                            made in accordance with section 324
                                            (as extended by section 328) of the
                                            Companies Act 1985; or             
                                                                               
                                            (iii) both (i) and (ii)            
                                                                               
                                            (ii)                               
                                                                               
3.   Name of person discharging        4.   State whether notification relates 
     managerial responsibilities/           to a person connected with a person
     director                               discharging managerial             
                                            responsibilities/director named in 
     PETER J BYROM                          3 and identify the connected person
                                                                               
                                            NICOLA C BYROM                     
                                                                               
5.   Indicate whether the notification 6.   Description of shares (including   
     is in respect of a holding of the      class), debentures or derivatives  
     person referred to in 3 or 4           or financial instruments relating  
     above or in respect of a               to shares                          
     non-beneficial interest                                                   
     NON-BENEFICIAL INTEREST PARTY IN       ORDINARY SHARES OF 20p EACH        
     3 ABOVE                                                                   
                                                                               
7.   Name of registered shareholders   8    State the nature of the transaction
     (s) and, if more than one, the                                            
     number of shares held by each of       To reflect the fact that as Peter  
     them                                   Byrom's daughter, Nicola C Byrom,  
                                            has attained the age of 18 her     
     PETER JOHN BYROM & DENTON & CO         beneficial interest in these       
     TRUSTESS LTD 123,081                   ordinary shares in the Company are 
                                            no longer deemed to be those of    
     MELANIE SIGNE BYROM 6 34               Peter Byrom in terms of section 327
                                            of the Companies Act 1985. Peter   
     PETER JOHN BYROM 11,371                Byrom remains the registered holder
                                            of these shares, holding them as   
     PETER JOHN BYROM OSB 5,9 57            nominee for Nicola C Byrom         
                                                                               
     PETER JOHN BYROM SMB 5,957                                                
                                                                               
     PETER JOHN BYROM NCB 5,957                                                
                                                                               

9.   Number of shares, debentures or   10.  Percentage of issued class acquired
     financial instruments relating to      (treasury shares of that class     
     shares acquired                        should not be taken into account   
                                            when calculating percentage)       
     N/A                                                                       
                                            N/A                                
                                                                               
11.  Number of shares, debentures or   12.  Percentage of issued class disposed
     financial instruments relating to      (treasury shares of that class     
     shares disposed                        should not be taken into account   
                                            when calculating percentage) N/A   
     5,957                                                                     
                                                                               
13.  Price per share or value of       14.  Date and place of transaction      
     transaction                                                               
                                                                               
     NIL                                    20 JUNE 2005                       
                                                                               
15.  Total holding following           16.  Date issuer informed of transaction
     notification and total percentage                                         
     holding following notification         13 JULY 2005                       
     (any treasury shares should not                                           
     be taken into account when                                                
     calculating percentage)                                                   
                                                                               
     152,957 registered holding                                                
                                                                               
     147,000 beneficially held                                                 
                                                                               

If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17   Date of grant                     18.  Period during which or date on    
                                            which it can be exercised         
                                                                              
19.  Total amount paid (if any) for    20.  Description of shares or          
     grant of the option                    debentures involved (class and    
                                            number)                           
                                                                              
21.  Exercise price (if fixed at time  22.  Total number of shares or         
     of grant) or indication that           debentures over which options held
     price is to be fixed at the time       following notification            
     of exercise                                                              
                                                                              

23.  Any additional information        24.  Name of contact and telephone     
                                            number for queries JOHN WARREN -  
     The shares are still registered        01332 245878                      
     in Peter Byrom's name but he                                             
     holds the shares as a nominee of                                         
     his daughter Nicola C Byrom who                                          
     is the beneficial holder of the                                          
     shares and has attained the age                                          
     of 18.                                                                   
                                                                              

Name and signature of duly authorised officer of issuer responsible for making 
notification                                                                   
                                                                               
__________________________________________________________                     
                                                                               
Date of notification ___16 August2005________________________________________