Director Shareholding

Vodafone Group Plc
23 September 2002

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that today Sir Christopher Gent and Mr Kenneth John Hydon, both directors of the
Company, exercised options granted to them under the Company's Savings-Related
Share Option Scheme in July 1997 at an option price of 48p per share each and in
respect of 14,375 ordinary shares of US$0.10. As a result of these transactions
Sir Christopher and Mr Hydon have interests in the Company, excluding
unexercised share options, of 3,201,622 and 1,809,796 ordinary shares of US$0.10
each respectively.



S R Scott
Company Secretary


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