Director Shareholding

ROLLS-ROYCE GROUP PLC (the Company)                      

10 June 2004

The Company announces that on 8 June 2004, awards (Awards) to acquire ordinary
shares in the Company (Shares) were granted to the following executive
Directors under the Rolls-Royce Group plc Performance Share Plan (Plan). The
Plan was approved by shareholders at the Company's general meeting on 5 May
2004.

Director                           No. of Shares under Award           
                                                                       
Sir John Rose                      270,640 Shares                      
                                                                       
John Cheffins                      112,777 Shares                      
                                                                       
Colin Green                        105,255 Shares                      
                                                                       
James Guyette                      101,654 Shares                      
                                                                       
Michael Howse                      88,017 Shares                       
                                                                       
Andrew Shilston                    95,352 Shares                       

The realisation of Awards is dependent on the achievement of corporate
performance conditions as described in the summary of the Plan set out in the
Notice of AGM to shareholders. One such condition is that if the Company's
total shareholder return at the end of the performance period exceeds the
median of the constituent companies in the FTSE 100 Index on the date of grant,
the total number of Shares realisable will be increased by 25%. The number of
Shares set out in the table above is the maximum which could be released before
applying the 25% uplift.

For further information, please contact:-

Peter Barnes-Wallis, Director - Financial Communications - Tel. [phone]