Director Shareholding

Vodafone Group PLC
21 February 2002

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 on 20 February 2002 by Mourant ECS Trustees Limited
that on 8 February 2002 the following directors, who had elected to reinvest
their dividend, acquired an interest in the following number of ordinary shares
of US$0.10 each in the Company at the price of 144p per share pursuant to the
rules of the Vodafone Group Profit Sharing Scheme:



                                                             No. of shares
Mr P R Bamford                                               109
Sir Christopher Gent                                         1027
Mr K J Hydon                                                 1105




S R Scott
Company Secretary




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