Director Shareholding

Vodafone Group PLC
2 March 2001

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that on 28 February 2001 the Company was advised by the Trustees of the
Vodafone Group Employee Trust (Orbis Pension Trustees Limited) that on 9
February 2001 the following directors acquired an interest in the following
number of ordinary shares of US$0.10 each in the Company through the Trust's
participation in the Company's Scrip Dividend Scheme, for which each share was
valued at 248.65p:-
                                             No. of shares
Mr P R Bamford                               754
Mr C C Gent                                  6,534
Mr J M Horn-Smith                            2,910
Mr K J Hydon                                 2,875



S R Scott

Company Secretary