Director Shareholding

SCHEDULE 11                                  
                                                                               
         NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS          

1)  Name of company

    Rolls-Royce Group plc

2)  Name of director

    Colin Henry Green

3)  Please state whether notification indicates that it is in respect of
    holding of the shareholder named in 2 above or in respect of a

    non-beneficial interest or in the case of an individual holder if it is a

    holding of that person's spouse or children under the age of 18 or in

    respect of a non-beneficial interest.

      Colin Henry Green

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them (if notified)

 Colin Henry Green



5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)



6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

  Exercise of unapproved executive options at an exercise price of £1.76 per
share.

7)  Number of shares/amount of stock acquired

67,250

8)  Percentage of issued class

    0

9)  Number of shares/amount
    of stock disposed

        50,666

10) Percentage of issued class
     0



11) Class of security

    ordinary 20p

(12) Price per share

    £2.3475

13) Date of transaction

    5 March 2004

14) Date company informed

    5 March 2004

15) Total holding following this notification

      177,227


 16) Total percentage holding of issued class following this notification

    0

If a director has been granted options by the company please complete the
following boxes

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    John Warren - Deputy Company Secretary - 01332 245878

25) Name and signature of authorised company official responsible for
    making this notification  John Warren Deputy Company Secretary
    Date of Notification 8 March 2004