Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                 5th April 2004

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 2nd April 2004 ordinary shares in the
Company (Shares) were conditionally awarded at a price of £2.20 per share to
Executive Directors under the terms of the Annual Performance Related Award
plan (APRA) as follows:-

                                     No of Shares 
                                                  
Sir John Rose                           62,632    
                                                  
J P Cheffins                            42,252    
                                                  
C H Green                               37,934    
                                                  
J M Guyette                             28,253    
                                                  
M G J W Howse                           27,824    
                                                  
A B Shilston                            36,824    

The Plan awards deferred shares based on Company performance and the Shares
will be transferred to the Executive Directors from the Rolls-Royce Employee
Share Trust in two years time, provided the Executive Director remains an
employee of Rolls-Royce.

For further information, please contact:-

John Warren - Deputy Company Secretary - 01332 245878