Director Shareholding

Vodafone Group PLC
1 July 2002



Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you,
further to the Company's announcement made on 19 June 2002 relating to the
vesting of long term incentive award shares, short term incentive award shares
and special bonus shares held on behalf of Sir Christopher Gent, Peter Bamford,
Julian Horn-Smith and Kenneth Hydon, all directors of the Company, that solely
in order for the purpose of satisfying the tax liability arising on the release
of shares comprised in the awards, the Trustees of the Vodafone Group Employee
Trust have today sold the following ordinary shares of US$0.10 each in the
capital of the Company at 90.67p per share on behalf of the following directors:


                                                             No. of shares sold
Sir Christopher Gent                                         705,447
Julian Michael Horn-Smith                                    291,223
Kenneth John Hydon                                           289,698

Peter Bamford discharged the tax liability on his share award from his own
resources and accordingly, the following number of shares have today been
transferred from the Trustees to the following directors in satisfaction of the
awards of shares:
                                                             No. of shares transferred
Sir Christopher Gent                                         1,058,171
Peter Richard Bamford                                        32,844
Julian Michael Horn-Smith                                    436,835
Kenneth John Hydon                                           434,548



S R Scott
Company Secretary



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