Director Shareholding

Vodafone Group PLC
13 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 today by Mourant ECS Trustees Ltd that on 12
February 2002 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 139p
per share pursuant to the rules of the Vodafone Group Profit Sharing Scheme:

                                                             No. of shares

Mr P R Bamford                                               958
Sir Christopher Gent                                         862
Mr J M Horn-Smith                                            958
Mr K J Hydon                                                 958


S R Scott
Company Secretary



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