Director Shareholding

Vodafone Group PLC
14 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 13 February 2002 by NatWest ISA and PEP Office
that on 12 February 2002 the following directors of the Company acquired an
interest in the following number of ordinary shares of US$0.10 each in the
Company at the price of 138.75p per share as a result of dividend reinvestment
by NatWest:



                                                             No. of shares
Mr J M Horn-Smith                                            1

Mr K J Hydon                                                 3




S R Scott
Company Secretary




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