Director Shareholding

Vodafone Group PLC
14 August 2002



Vodafone Group Plc ('the Company')


In accordance with Section 329 of the Companies Act 1985, I have to inform you
that:


1.     the Company was advised on 12 August 2002 by Computershare Investor
Services Plc that on 9 August 2002, Mr P R Bamford, a director of the Company,
acquired 1481 ordinary shares of US$0.10 each and that Sir Alec Broers, a
non-executive director of the Company, acquired 40 ordinary shares of US$0.10
each through their participation in the Company's Dividend Reinvestment Plan,
for which each share was valued at 95.75p; and


2.     the Company was advised on 13 August 2002 by Mourant ECS Trustees Limited
('Mourant') that on 9 August 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 95p per share through their participation in the Dividend Reinvestment
Plan operated by Mourant:

         Mr P R Bamford                      211
         Sir Christopher Gent                1657
         Mr J M Horn-Smith                   1785
         Mr K J Hydon                        1


3.     the Company was advised on 14 August 2002 by Merrill Lynch International
Bank Limited that on 9 August 2002 Mr K J Hydon, a director of the Company,
acquired 8,094 ordinary shares of US$0.10 each through his participation in the
Company's Dividend Reinvestment Plan, for which each share was valued at 95.75p.


4.     the Company was advised on 14 August 2002 by Mourant ECS Trustees Limited
that on 12 August 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 95p per share pursuant to the rules of the Vodafone Group Profit Sharing
Scheme:

                                                       No. of shares
          Mr P R Bamford                               262
          Mr J M Horn-Smith                            264
          Mr K J Hydon                                 264



S R Scott
Company Secretary





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