Director Shareholding

Vodafone Group PLC
14 December 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 on 13 December 2001 by Mourant that on 12
December 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 180p
per share pursuant to the rules of the Vodafone Group Profit Sharing Scheme:


                                                No. of shares

Mr P R Bamford                                  738

Sir Christopher Gent                            666

Mr J M Horn-Smith                               738

Mr K J Hydon                                    738



S R Scott
Company Secretary