Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                 2nd March 2005

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 1st March 2005 ordinary shares in the
Company (Shares) were conditionally awarded at a price of £2.6019 per share to
Executive Directors under the terms of the Annual Performance Related Award
plan (APRA) as follows:-

                                     No of Shares 
                                                  
Sir John Rose                           80,813    
                                                  
J P Cheffins                            43,107    
                                                  
C H Green                               33,165    
                                                  
J M Guyette                             32,764    
                                                  
M G J W Howse                           31,803    
                                                  
A B Shilston                            46,633    

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