Director Shareholding

Vodafone Group PLC
15 May 2001


Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that the Company was advised today by William M Mercer Limited that on 11 May
2001 the following directors acquired an interest in the following number of
ordinary shares of US$0.10 each in the Company at the price of 203p per share
pursuant to the rules of the Vodafone Group Profit Sharing Scheme:

                                             No. of shares
Mr P R Bamford                               656
Mr C C Gent                                  590
Mr J M Horn-Smith                            656
Mr K J Hydon                                 656


S R Scott

Company Secretary